contract award rfp-38 rev. 3/12/14 state of … contract to... · department of administrative...

CONTRACT AWARD RFP-38 Rev 31214 of 2

STATE OF CONNECTICUT DEPARTMENT OF ADMINISTRATIVE SERVICES

CONTRACT AWARD NO

12PSX0379

Elizabeth Basso Contract Specialist

PROCUREMENT DIVISION 165 Capitol Avenue 5th Floor South

Contract Award Date Effective Date

860-713-5611 Telephone Number

HARTFORD CT 06106-1659

RFP Due Date 20 June 2013

CONTRACT AWARD IMPORTANT THIS IS NOT A PURCHASE ORDER DO NOT PRODUCE OR SHIP WITHOUT AN AGENCY PURCHASE ORDER

DESCRIPTION IT Strategic Services (Executive Consulting) FOR Department of Administrative Services All Using State Agencies Political Subdivisions Municipalities Non-Profits Education 165 Capitol Avenue Hartford CT 06106

TERM OF CONTRACT Effective Date through three years

with extension options up to three years

AGENCY REQUISITION NUMBER IN STATE (NON-SB)

CONTRACT VALUE DAS CERTIFIED SMALL

BUSINESS CONTRACT VALUE OUT OF STATE

CONTRACT VALUE TOTAL CONTRACT AWARD VALUE

$1000000000 $000 $1000000000 $1000000000

NOTICE TO CONTRACTORS This notice is not an order to ship Purchase Orders against contracts will be furnished by the using agency or agencies on whose behalf the contract is made INVOICE SHALL BE RENDERED DIRECT TO THE ORDERING AGENCY NOTE Dollar amounts listed next to each contractor are possible award amounts however they do not reflect any expected purchase amounts (actual or implied) They are for CHRO use only NOTICE TO AGENCIES A complete explanatory report shall be furnished promptly to the Procurement Manager concerning items delivered andor services rendered on orders placed against awards listed herein which are found not to comply with the specifications or which are otherwise unsatisfactory from the agencyrsquos viewpoint as well as failure of the contractor to deliver within a reasonable period of time specified Please issue orders and process invoices promptly CASH DISCOUNTS Cash discounts if any shall be given SPECIAL ATTENTION but such cash discount shall not be taken unless payment is made within the discount period PRICE BASIS Unless otherwise noted prices include delivery and transportation charges fully prepaid fob agency No extra charge is to be made for packing or packages CONTRACTOR INFORMATION REFER TO THE CONTRACT ON THE DAS PROCUREMENT WEB PAGE FOR THE MOST CURRENT CONTRACTOR INFORMATION (httpdasctgovmp1aspxpage=8) Whenever possible Agencies should submit a Statement of Work to all contractors to determine the best most cost effective solution Agencies must also follow OPMrsquos Cost Effectiveness Evaluation Policies and Procedures (CGS 4e-16) prior to issuing Purchase Orders against this Contract Award

See Page 2 for Contractors

Page 1 of 2

CONTRACT AWARD RFP-38 Rev 31214 Prev Rev 1314

CONTRACT AWARD NO 12PSX0379

CONTRACT AWARD RFP-38 Rev 31214 Page 2 of 2


CONTRACT AWARD NO

12PSX0379







Company Name EMC Corporation 12PSX0379AA Core Vendor ID0000014311 Company Address 175 Capital Boulevard Suite 201 Rocky Hill CT 06067 Tel No 4126556353 Contact Person Thomas Shea Company E-mail Address andor Company Web Site thomasdshaeemccom wwwemccom Certification Type (SBEMBE or None) None Prompt Payment Terms 0 00 Net 45

Company Name Gartner Inc 12PSX0379AB CORE Vendor ID 0000039278 Company Address 56 Top Gallant Road Stamford CT 06902 Tel No 2035205407 Contact Person Meg Collins Company E-mail Address andor Company Web Site megcollinsgartnercom wwwgartnercom Certification Type (SBEMBE or None) None Prompt Payment Terms 0 00 Net 45

Company Name KPMG LLP 12PSX0379AC Core Vendor ID000013000 Company Address 345 Park Avenue 36th Floor New York NY 10154 Tel No 5513588439

Contact Person Yash Acharya Company E-mail Address andor Company Web Site yacharyakpmgcom wwwkpmgcom Certification Type (SBEMBE or None) None Prompt Payment Terms 0 00 Net 45

Page 2 of 2

INFORMATION PROCESSING SYSTEMS AGREEMENT

12PSX0379

Between

THE STATE OF CONNECTICUT

Acting by its

DEPARTMENT OF ADMINISTRATIVE SERVICES

And

EMC CORPORATION

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 2 of 35

Contents 1 TERM OF AGREEMENT 4

2 DEFINITIONS 4

3 ACQUIRING DELIVERABLES AND SERVICES 6

4 PROJECT PERSONNEL 7

5 CHANGE ORDERS 7

6 DELIVERABLE ACCEPTANCE 8

7 PAYMENTS AND CREDITS 8

8 WARRANTIES 9

9 OWNERSHIP OF DELIVERABLES 9

10 CONFIDENTIALITY NONDISCLOSURE 9

11 PROTECTION OF CONFIDENTIAL INFORMATION 10

12 RISK OF LOSS amp INSURANCE 11

13 FORCE MAJEURE 11

14 RESERVED 12

15 GENERAL PROVISIONS 12

16 COMMUNICATIONS 13

17 RESERVED 14

18 WHISTLEBLOWER PROVISION 14

19 DISCLOSURE OF PUBLIC RECORDS PROVISION 14

20 FORUM AND CHOICE OF LAW 14

21 BREACH 15

22 TERMINATION 15

23 REPRESENTATIONS AND WARRANTIES 17

24 DISCLOSURE OF CONTRACTOR PARTIES LITIGATION 19

25 STATE COMPTROLLERrsquoS SPECIFICATIONS 19

26 CHIEF INFORMATION OFFICER SUBCONTRACT APPROVAL 19

27 RIGHTS TO AND INTEGRITY OF PUBLIC RECORDS 19

28 PUBLIC RECORDS AND FOIA 20

29 DISCLOSURE OF PUBLIC RECORDS 20

30 PROFITING FROM PUBLIC RECORDS 20

31 CONTRACTORrsquoS OBLIGATION TO NOTIFY DAS CONCERNING PUBLIC RECORDS 20

32 GENERAL ASSEMBLY ACCESS TO RECORDS 20

33 CONTINUITY OF SYSTEMS 21

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 3 of 35 34 TANGIBLE PERSONAL PROPERTY 22

35 INDEMNIFICATION LIMITATION OF LIABILITY 23

36 SOVEREIGN IMMUNITY 24

37 SUMMARY OF STATE ETHICS LAWS 24

38 AUDIT AND INSPECTION OF PLANTS PLACES OF BUSINESS AND RECORDS 24

39 CAMPAIGN CONTRIBUTION RESTRICTION 25

40 EXECUTIVE ORDERS 25

41 NONDISCRIMINATION 25

42 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT 28

43 OWNERSHIP OF DATA 33

44 TERMS AND CONDITIONS 33

45 WORKERS COMPENSATION 33

46 ENTIRETY OF AGREEMENT 33

EXHIBIT 1 ndash NOTICE TO EXECUTIVE BRANCH STATE CONTRACTORS AND

PROSPECTIVE STATE CONTRACTORS OF CAMPAIGN CONTRIBUTION AND SOLICITATION LIMITATIONS

EXHIBIT 2 ndash DELIVERABLES DOCUMENT EXHIBIT 3 ndash PRODUCT amp PRICING SCHEDULE

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 4 of 35 This Information Processing Systems Agreement (Agreement or ldquoContractrdquo) is made by and between the STATE OF CONNECTICUT (ldquoStaterdquo) acting by the Department of Administrative Services (ldquoDASrdquo) under the authority of Sections 4d-2 4d-5 and 4d-8 of the Connecticut General Statutes located at 165 Capitol Avenue Hartford CT 06106 and EMC CORPORATION (ldquoContractorrdquo) having its principal place of business at 176 South Street Hopkinton MA 01748 Now therefore in consideration of these presents and for other good and valuable consideration the receipt and sufficiency of which the parties acknowledge Contractor and the State agree as follows

1 TERM OF AGREEMENT This Agreement shall become effective upon its approval as to form by the Office of the Attorney General of the State of Connecticut (ldquoEffective Daterdquo) as evidenced by its signature below and shall continue uninterrupted for three (3) years from the Effective Date DAS in its sole discretion may extend this Agreement prior to Termination or expiration one or more times for a combined total period not to exceed the complete length of the original term

2 DEFINITIONS

a) Acceptance Determination made by the Department that the Deliverable or Service satisfies the requirements of the Agreement and applicable SOW

b) Acceptance Date The date the Department accepts the Deliverable or Service

c) Alteration The modification changing refashioning remodeling remaking revising or reworking of any Deliverable

d) Claims All actions suits claims demands investigations and proceedings of any kind open pending or threatened whether mature un-matured contingent known or unknown at law or in equity in any form

e) Confidential Information Any name number or other information that may be used alone or in conjunction with any other information to identify a specific individual including but not limited to such individuals name date of birth mothers maiden name motor vehicle operators license number Social Security number employee identification number employer or taxpayer identification number alien registration number government passport number health insurance identification number demand deposit account number savings account number credit card number debit card number or unique biometric data such as fingerprint voice print retina or iris image or other unique physical representation Without limiting the foregoing Confidential Information shall also include any information that DAS classifies as ldquoconfidentialrdquo or ldquorestrictedrdquo Confidential Information shall not include information that may be lawfully obtained from publicly available sources or from federal state or local government records which are lawfully made available to the general public

f) Confidential Information Breach Generally an instance where an unauthorized person or entity

accesses Confidential Information in any manner including but not limited to the following occurrences (1) any Confidential Information that is not encrypted or protected is misplaced lost stolen or in any way compromised (2) one or more third parties have had access to or taken control or


possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information or (4) if there is a substantial risk of identity theft or fraud to the client the Contractor the Department or State

g) Contractor Parties A Contractorrsquos members directors officers shareholders partners managers

principal officers representatives agents consultants employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract and the Contractor intends for such other person or entity to Perform under this Agreement in any capacity

h) Corrective Action Plan A detailed written plan produced by the Contractor at the request of the Department to correct or resolve Contractor deficiency(ies) identified by the Department in accordance with Section 6

i) Deliverable Any product whether software hardware documentation license information or otherwise or any service whether development integration hosting or otherwise or any warranty that are available under Product amp Pricing Schedule or is required to be delivered to the Department under this Agreement and the applicable SOW whether produced by the Contractor or by a third party as a supplier or subcontractor to the Contractor

j) Deliverables Document Exhibit 2 to this Agreement - Document which sets forth and describes the Services and Deliverables that are to be provided or made available under to this Agreement and the specific requirements and terms applicable to those Services and Deliverables

k) Department Any and all departments commissions boards bureaus agencies institutions public authorities offices councils associations instrumentalities entities or political subdivisions of the State that issue duly authorized Purchase Orders against this Agreement

l) Goods For the purposes of this Agreement all things which are movable at the time that this

Agreement is effective and which include without limiting this definition supplies materials and equipment as specified in the Solicitation and set forth in Exhibit 2 or Exhibit 3 or both

m) Improvement Contractor changes made to Deliverables from time to time either to provide additional functions for Department use or to correct errors and other Performance deficiencies noted by the Department and reported to the Contractor

n) Perform For the purposes of this Agreement the verb ldquoto performrdquo and the Contractorrsquos performance set forth in this Agreement and its exhibits are referred to as ldquoPerformrdquo ldquoPerformancerdquo and other capitalized variations of the term

o) Product amp Pricing Schedule Exhibit 3 to this Agreement - Document which lists the Deliverables and Services available under this Agreement and establishes the component or unit pricing and price schedules for each Deliverable and Service available pursuant to this Agreement

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 6 of 35 p) Product Schedule Update Update to the Product amp Pricing Schedule in accordance with Section 3 of

this Agreement to make additional products or services available under this Agreement or to alter the pricing of products or services listed in the Product amp Pricing Schedule

q) Purchase Order Document issued by a Department for one or more Goods Deliverables or Services in accordance with the terms and conditions of this Agreement

r) Records All working papers and such other information and materials as may have been accumulated by the Contractor in Performing this Agreement including but not limited to documents data plans books computations drawings specifications notes reports records estimates summaries memoranda and correspondence kept or stored in any form

s) Services The Performance of labor or work set forth in Exhibit 2 or in the Statement of Work whichever is applicable

t) Site Location(s) specified by Department where Deliverables are to be installed or Services rendered

u) Solicitation Request for Proposal entitled Information Technology Strategic Services 12PSX0379 dated June 19 2013

v) State The State of Connecticut including the Department and any office department board council

commission institution or other agency or entity of the State

w) Statement of Work (SOW) Statement issued in connection with a Purchase Order for a Deliverable or Service available under this Agreement which sets forth all work and payment requirements for Contractorrsquos Performance in connection with said Purchase Order

x) Term The three (3) year period commencing the Effective Date plus any extensions as permitted under Section 1 of the Agreement

y) Termination An end to this Agreement prior to the end of its Term

3 ACQUIRING DELIVERABLES AND SERVICES

a) Subject to the terms and conditions of this Agreement Contractor shall provide to the State any duly ordered Deliverable andor Perform the Services in accordance with Exhibit 2 and in accordance with the Statement of Work Deliverables or Services available under this Agreement are itemized in and available under the Product amp Pricing Schedule and may be acquired only through properly issued Purchase Orders Each Purchase Order must have a Statement of Work attached setting forth the following minimum requirements applicable to the SOW (i) the specific Deliverables and Services to be Performed by the Contractor (ii) the pricing and payment terms and (iii) time for Performance requirements b) Any Purchase Order which has been accepted by the Contractor is subject to the terms of this Agreement and shall remain in effect until Department acceptance of full Performance of all Deliverables and Services contained in the applicable Purchase Order unless terminated sooner under the terms of this

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 7 of 35 Agreement The State shall not be bound by any additional terms different from those in this Agreement that may appear on a Purchase Order or other form document issued by either party c) Contractor may supplement the Product amp Pricing Schedule at any time to make additional products services and related terms available to the State provided that the effective date of each supplement is stated thereon Any supplement shall be transmitted to the DAS with a cover letter documenting formal approval of the supplement by a Contractor representative legally empowered to so act If acceptable to DAS DAS shall evidence its concurrence with the supplement by issuing a Product Schedule Update letter to Contractor d) Notwithstanding any other provision of this Agreement no material change may be made to the Deliverables set forth in Exhibit 2 that alters the nature or scope of the Deliverables or their intended use Any change in the Deliverables set forth in the Product amp Pricing Schedule shall be conditioned upon the new product(s) being of a similar nature and having a similar use as the defined Deliverables An update of the Deliverables or the addition of products that are related to or serve similar functions as the Deliverables is permissible only with the prior written approval of the DAS

e) Beginning two years from the Effective Date Contractor upon ninety (90) calendar days prior written notice to DAS may update the pricing on the Product amp Pricing Schedule effective July 1 of any State of Connecticut fiscal year provided (1) the Product Schedule Update is transmitted and approved in the same manner as described for supplements in subsection 3c and (2) any such price increase shall not exceed 3 No additions to or reductions in the Deliverables and prices for work completed in the Performance of any Purchase Order shall be permitted unless the Department issues a change order in accordance the provisions of Section 5

f) Development and installation of software and software systems are not available under this Agreement g) The Department shall issue a Purchase Order when acquiring any Deliverable or Service available under this Agreement and a Statement of Work that conforms to the requirements of section 3a) and is mutually acceptable to the purchasing Department and the Contractor 4 PROJECT PERSONNEL

The Department shall designate a project administrator (the ldquoProject Administratorrdquo) who may be replaced at the discretion of the Department The Project Administrator shall have the authority to act for the Department under this Agreement

5 CHANGE ORDERS

a) The Department may at any time with written notice to Contractor request changes within the scope of Exhibit 2 or applicable Statement of Work Such changes shall not be unreasonably denied or delayed by Contractor Such changes may include but are not be limited to modifications or other changes required by new or amended State andor Federal laws and regulations relating to functional requirements and processing procedures or involving the correction of System deficiencies

b) A change order request may be issued only by the Department and must be in writing As soon as possible after Contractor receives a written change order request but in no event later than fifteen (15) calendar days thereafter the Contractor shall provide the Department with a written statement confirming the change has no price impact on the Agreement or if there is a price impact Contractor shall provide the Department a written statement explaining the price increase or decrease involved in implementing the requested change

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 8 of 35 c) No change order with a price impact will be effective until Contractor receives written confirmation from the Department

6 DELIVERABLE ACCEPTANCE

a) Any Deliverable furnished by Contractor under the terms of this Agreement will be subject to Acceptance The following procedures will apply to Acceptance

1) The Department shall provide Contractor with (a) written notice of Acceptance of the Deliverable within ten (10) business days of receiving Deliverable or (b) a written statement which identifies in reasonable detail with references to the applicable requirements the deficiencies preventing Acceptance If the Department fails to provide either (a) or (b) the Deliverable is deemed accepted after ten business days

2) Contractor shall have five (5) business days or such other period mutually agreed upon by the parties in writing from the date it receives the notice of deficiencies to complete corrective actions to make Deliverable conform in all material respects to the applicable Statement of Work The Department shall review the corrected Deliverable and notify Contractor in writing of acceptance or rejection in accordance with the foregoing provisions of this section

3) The Acceptance Date for a Deliverable shall be the date of written notice of Acceptance of the Deliverable from Department to Contractor

b) If the Department determines the Deliverable has been successfully completed the Department shall in writing notify the Contractor of the Departmentrsquos Acceptance and the date of such notice will be the Acceptance Date for the Deliverable

c) If requested by Contractor Department shall complete Contractorrsquos acceptance certificate in a form reasonably acceptable to Department so long as such certificate does not amend alter or modify in any way the terms and conditions of this Agreement or the obligations hereunder

7 PAYMENTS AND CREDITS a) The Department shall pay for Deliverables only upon acceptance of the Deliverable(s) pursuant to Section 6 and receipt of a properly documented invoice from the Contractor

1 The Department shall pay Contractor within 45 days of the Deliverable Acceptance Date and receipt of Contractorrsquos properly documented invoice whichever is the later date

2 All payments made prior to acceptance of the Deliverable or Service may be subject to a holdback at the Departments discretion If payments are subject to holdback the applicable Statement of Work must set forth the holdback percentage or amount and the conditions under which the amounts held back are to be paid to Contractor

b) Contractor may assign any payments in whole or in part upon prior written notice to the Department and compliance with the requirements of the States Comptrollers Office concerning such assignments No assignment of receivables by Contractor shall relieve Contractor of any obligations under this Agreement without prior written Department consent in each such instance Notwithstanding any such assignment Contractor represents and warrants that the Deliverable shall be and remain free of any repossession or any Claims by Contractor or its successors and assigns subject to the terms and conditions of this Agreement

c) Contractor shall furnish separate invoices for each Purchase Order and shall list each Contractor Party

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 9 of 35 name indicating the corresponding hourly rate and hours worked in each invoice as separate line items

8 WARRANTIES

Contractor hereby warrants that all Deliverables and Services provided by Contractor under this Agreement shall be Performed in a professional manner consistent with or exceeding the standards of the applicable industry 9 OWNERSHIP OF DELIVERABLES

a) The State shall own all Deliverables provided by Contractor under this Agreement subject to subparagraph b) below and shall have the right to alter modify create derivative works copy and distribute any Deliverable acquired under this Agreement The State shall own any inventions or improvements to Contractorrsquos IP as defined below if such invention or improvement was developed in the performance of this Agreement and paid for by the State Contractor shall have a perpetual license at no cost to use any such inventions or improvements to Contractorrsquos IP for Contractorrsquos own or commercial purposes Nothing in this provision shall be construed as transferring to the State any ownership interest or rights to Contractorrsquos IP

b) Contractor shall continue to own any literary works or other works of authorship (such as software programs and code documentation reports and similar works) information data intellectual property techniques subroutines algorithms or methods owned by the Contractor at the time this Agreement is executed or otherwise developed or acquired independent of this Agreement and employed by the Contractor in connection with the Services provided under this Agreement (ldquoContractorrsquos IPrdquo) The State shall have a nonexclusive nontransferable perpetual license to use alter modify create derivative works (without the right to sublicense) and copy Contractorrsquos IP in connection with the Statersquos internal business needs and operations if Contractorrsquos IP is provided to the State by Contractor in order to Perform any Services or provide any Deliverables required under this Agreement

c) If any Deliverable becomes the actual or prospective subject of any patent copyright license or proprietary rights claim or proceeding Contractor shall do one or more of the following at the option of Contractor

1 Modify the Deliverable or substitute another equally suitable Deliverable (provided that the function of the modified or substitute Deliverable equals or exceeds that of the original Deliverable) or

2 Obtain for the Department the right to continued use of the Deliverable

d) Each parties reserves for itself all proprietary rights not expressly granted to the other Contractor shall not be limited in developing using or marketing services or products which are similar to the Deliverables or Services provided under this Agreement

10 CONFIDENTIALITY NONDISCLOSURE

a) The State shall exercise at least the same degree of care to safeguard any trade secrets proprietary information or confidential information of Contractor as the State does its own information and property of a similar nature and shall take reasonable steps to assure that any trade secrets proprietary information or confidential information disclosed by Contractor to the State under this Agreement shall be not disclosed Such prohibition on disclosures shall not apply to disclosures by the State to its employees or its representatives

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 10 of 35 provided such disclosures are reasonably necessary to the Statersquos use of the Deliverables or Services provided by Contractor and provided further that the State shall take all reasonable steps to ensure that the trade secret proprietary or confidential information is not disclosed by such parties in contravention of this Agreement The Statersquos performance of the requirements of this section shall be subject to the State of Connecticut Freedom of Information Act as amended

b) All Records including any data owned by the State in any form in the possession of the Contractor or Contractor Parties must remain within the United States and may be not be stored hosted or otherwise maintained outside of the United States

11 PROTECTION OF CONFIDENTIAL INFORMATION

a) Contractor and Contractor Parties at their own expense have a duty to and shall protect from a Confidential Information Breach any and all Confidential Information which they come to possess or control wherever and however stored or maintained in a commercially reasonable manner in accordance with current industry standards b) Each Contractor or Contractor Party shall develop implement and maintain a comprehensive data - security program for the protection of Confidential Information The safeguards contained in such program shall be consistent with and comply with the safeguards for protection of Confidential Information and information of a similar character as set forth in all applicable federal and state law and written policy of DAS or the State concerning the confidentiality of Confidential Information Such data-security program shall include but not be limited to the following

1 A security policy for employees related to the storage access and transportation of data containing

Confidential Information

2 Reasonable restrictions on access to records containing Confidential Information including access to any locked storage where such records are kept

3 A process for reviewing policies and security measures at least annually

4 Creating secure access controls to Confidential Information including but not limited to passwords and

5 Encrypting of Confidential Information that is stored on laptops portable devices or being transmitted electronically

c) The Contractor and Contractor Parties shall notify DAS the Department and the Connecticut Office of the Attorney General as soon as practical but no later than twenty-four (24) hours after they become aware of or suspect that any Confidential Information which Contractor or Contractor Parties have come to possess or control has been subject to a Confidential Information Breach If a Confidential Information Breach has occurred the Contractor shall within three (3) business days after the notification present a credit monitoring and protection plan to the Commissioner of Administrative Services the Department and the Connecticut Office of the Attorney General for review and approval Such credit monitoring or protection plan shall be made available by the Contractor at its own cost and expense to all individuals affected by the Confidential Information Breach Such credit monitoring or protection plan shall include but is not limited to reimbursement for the cost of placing and lifting one (1) security freeze per credit file pursuant to Connecticut General Statutes sect 36a-701a Such credit monitoring or protection plans shall be approved by the State in

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 11 of 35 accordance with this Section and shall cover a length of time commensurate with the circumstances of the Confidential Information Breach The Contractorsrsquo costs and expenses for the credit monitoring and protection plan shall not be recoverable from DAS the Department any State of Connecticut entity or any affected individuals d) e) The Contractor shall incorporate the requirements of this Section in all subcontracts requiring each Contractor Party to safeguard Confidential Information in the same manner as provided for in this Section f) Nothing in this Section shall supersede in any manner Contractorrsquos or Contractor Partyrsquos obligations pursuant to HIPAA or any provisions of this Agreement concerning the obligations of the Contractor as a Business Associate of Covered Entity

12 RISK OF LOSS amp INSURANCE

a) The State shall not be liable to Contractor for any risk of Deliverable loss or damage while Deliverable is in transit Nothing in this Section is intended nor shall it be construed in any manner as waiving or compromising the sovereign immunity of the State b) Throughout the Term Contractor shall maintain at Contractorrsquos sole cost and expense a policy or policies of commercial general liability insurance including contractual liability coverage in an amount not less than $100000000 for all damages arising out of bodily injuries to or death of all persons and injuries to or destruction of property in any one accident or occurrence and subject to that limit per accident a total (or aggregate) limit of $200000000 per occurrence for all damages arising out of bodily injuries to or death of all persons and injuries to or destruction of property per policy period Such insurance policy or policies shall name the State as additional insured Contractor shall provide the State a certificate of insurance evidencing the above coverage and a copy of the endorsement to the policy adding the State as an additional insured on an annual basis and shall not begin performance of the Services until such a certificate and endorsement have been provided to DAS The State shall be entitled to recover under the insurance policy even if a body of competent jurisdiction determines that the State was contributorily negligent

c) During the Term the Contractor shall carry Professional Liability Insurance in the amount of $1000000 per Claim and Annual Aggregate Contractor shall provide the State a certificate of insurance evidencing such Professional Liability Insurance coverage upon written request on an annual basis and shall not begin Performance of the Services until such a certificate has been provided to the Department d) All insurance with the exception of the professional liability insurance required under (c) above must be written on an occurrence basis as opposed to ldquoclaims maderdquo basis

13 FORCE MAJEURE

Neither party shall be responsible for delays or failures in its obligations herein due to any cause beyond its reasonable control Such causes shall include but not be limited to strikes lockouts riot sabotage rebellion insurrection acts of war or the public enemy acts of terrorism unavailable raw materials telecommunication or power failure fire flood earthquake epidemics natural disasters and acts of God

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 12 of 35 14 RESERVED

15 GENERAL PROVISIONS

a) Section headings and document titles used in this Agreement are included for convenience only and shall not be used in any substantive interpretation of this Agreement

b) If any term or condition of this Agreement is decided by a proper authority to be invalid the remaining provisions of the Agreement shall be unimpaired and the invalid provision shall be replaced by a provision which comes closest to the intention underlying the invalid provision Contractor shall comply with the statutes regulations Executive Orders and policies incorporated into this Agreement to the extent that such statutes regulations Executive Orders andor policies are applicable to Contractor in connection with its Performance under this Agreement

c) The failure at any time by either party to this Agreement to require performance by the other party of any provision hereof shall not affect in any way the full right to require such performance at any time thereafter The failure of either party to enforce or pursue a right or remedy shall not constitute a waiver of the right or remedy itself unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party

d) In any case where the consent or approval of either party is required to be obtained under this Agreement such consent or approval shall not be unreasonably withheld or delayed No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party Such consent or approval shall apply only to the given instance and shall not be deemed to be a consent to or approval of any subsequent like act or inaction by either party

e) The Department shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Deliverable

f) Except as may be otherwise provided for in this Agreement the Department shall not assign mortgage alter relocate or give up possession of any Deliverable to which Contractor retains title without the prior written consent of Contractor

g) Contractor represents and warrants that it shall not without prior written consent from the State make any reference to the Department or the State in any of Contractors advertising or news releases The Contractor may use the Statersquos andor the Departmentrsquos name as a specific citation within proposals it submits

h) Neither Department nor Contractorrsquos personnel who had substantive contact with personnel of the other in the course of the Performance of the Services hereunder shall directly or indirectly employ solicit engage or retain the services of such an employee of the other party to this Agreement during its Term and for a period of one year from the Termination of this Agreement or such longer period as may be required by State statute This provision shall not restrict the right of either party to solicit or recruit generally in the media

i) The Department shall cooperate with Contractor in the Performance by Contractor of the services hereunder including (i) providing Contractor with adequate working space equipment and facilities and timely access to data information and personnel of the State (ii) providing experienced and qualified personnel to perform their assigned tasks and duties in a competent and timely fashion (iii) providing a stable fully functional system infrastructure environment which will support the Deliverables and allow Contractor and the Department to work productively and (iv) promptly notifying Contractor of any issues concerns or disputes with respect to the services provided by Contractor hereunder The Contractor shall not be responsible for among other things the performance of the Departmentrsquos personnel and agents and the accuracy and

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 13 of 35 completeness of all data and information provided to Contractor by the Department for purposes of the performance of the services hereunder

j) Each of the State and Contractor is an independent contractor and neither of them is nor shall be considered to be nor shall purport to act as the otherrsquos agent partner fiduciary joint venturer or representative

k) Contractor may (i) provide any Services to any person or entity and (ii) develop for itself or for others materials or processes including those that may be similar to those produced as a result of the services hereunder provided that Contractor complies with its obligations of confidentiality set forth in Sections 10 and 11

l) All references in this Agreement to any statute public act regulation code or executive order shall mean such statute public act regulation code or executive order respectively as it has been amended replaced or superseded at any time Notwithstanding any language in this Agreement that relates to such statute public act regulation code or executive order and notwithstanding a lack of a formal amendment to this Agreement this Agreement shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute public act regulation code or executive order as if their most current language had been used in and requirements incorporated into this Agreement at the time of its execution

16 COMMUNICATIONS

a) Unless notified otherwise by the other party in writing correspondence notices and coordination between the parties to this Agreement as to general business matters or the terms and conditions herein shall be directed to

State Connecticut Department of Administrative Services Director of Procurement12PSX0379

165 Capitol Avenue Hartford CT 06106

Contractor Thomas Shea

2150 Post Road 5th Floor Fairfield CT 06824

For legal notices Legalnoticesemccom with a copy to laurionealemccom

b) Details regarding Contractor invoices and all technical or day-to-day administrative matters pertaining to any Deliverable shall be directed to

Department The individual specified in the applicable Purchase Order

Contractor The individual designated by Contractor in their Proposal or as the Contractor may otherwise designate in writing to the Department


18 WHISTLEBLOWER PROVISION

This Agreement may be subject to the provisions of Section 4-61dd of the Connecticut General Statutes In accordance with this statute if an officer employee or appointing authority of the Contractor takes or threatens to take any personnel action against any employee of the Contractor in retaliation for such employees disclosure of information to any employee of the contracting state or quasi-public agency or the Auditors of Public Accounts or the Attorney General under the provisions of subsection (a) of such statute the Contractor shall be liable for a civil penalty of not more than five thousand dollars for each offense up to a maximum of twenty per cent of the value of this Agreement Each violation shall be a separate and distinct offense and in the case of a continuing violation each calendar days continuance of the violation shall be deemed to be a separate and distinct offense The State may request that the Attorney General bring a civil action in the Superior Court for the Judicial District of Hartford to seek imposition and recovery of such civil penalty In accordance with subsection (f) of such statute each large state contractor as defined in the statute shall post a notice of the provisions of the statute relating to large state contractors in a conspicuous place which is readily available for viewing by the employees of the Contractor

19 DISCLOSURE OF PUBLIC RECORDS PROVISION

This Agreement may be subject to the provisions of section 1-218 of the Connecticut General Statutes In accordance with this statute each contract in excess of two million five hundred thousand dollars between a public agency and a person for the performance of a governmental function shall (a) provide that the public agency is entitled to receive a copy of records and files related to the performance of the governmental function and (b) indicate that such records and files are subject to FOIA and may be disclosed by the public agency pursuant to FOIA No request to inspect or copy such records or files shall be valid unless the request is made to the public agency in accordance with FOIA Any complaint by a person who is denied the right to inspect or copy such records or files shall be brought to the Freedom of Information Commission in accordance with the provisions of sections 1-205 and 1-206 of the Connecticut General Statutes

20 FORUM AND CHOICE OF LAW

The parties deem the Agreement to have been made in the City of Hartford State of Connecticut Both parties agree that it is fair and reasonable for the validity and construction of the Agreement to be and it shall be governed by the laws and court decisions of the State of Connecticut without giving effect to its principles of conflicts of laws To the extent that any immunities provided by Federal law or the laws of the State of Connecticut do not bar an action against the State and to the extent that these courts are courts of competent jurisdiction for the purpose of venue the complaint shall be made returnable to the Judicial District of Hartford only or shall be brought in the United States District Court for the District of Connecticut only and shall not be transferred to any other court provided however that nothing here constitutes a waiver or compromise of the sovereign immunity of the State of Connecticut The Contractor waives any objection which it may now have or will have to the laying of venue of any Claims in any forum and further irrevocably submits to such jurisdiction in any suit action or proceeding

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 15 of 35 21 BREACH

a) If either party breaches the Agreement in any respect the non-breaching party shall provide written notice of the breach to the breaching party by overnight or certified mail return receipt requested to the most current address the breaching party has furnished for the purposes of correspondence and afford the breaching party an opportunity to cure within thirty (30) days from the date that the breaching party receives the notice In the case of a Contractor breach DAS may set forth any period greater or less than thirty (30) days so long as such time period is otherwise consistent with the provisions of this Agreement (for the purposes of this paragraph the time period set forth by the non-breaching party shall be referred to as the ldquoright to cure periodrdquo) The right to cure period shall be extended if the non-breaching party is satisfied that the breaching party is making a good faith effort to cure but the nature of the breach is such that it cannot be cured within the right to cure period

b) In the event of a breach DAS may require the Contractor to prepare and submit to DAS or the Department a Corrective Action Plan in connection with an identified breach The Corrective Action Plan shall provide a detailed explanation of the reasons for the cited deficiency the Contractorrsquos assessment or diagnosis of the cause and a specific proposal to cure or resolve the deficiency The Contractor shall submit the Corrective Action Plan within ten (10) business days following the request for the plan by the State and is subject to approval by the Department or DAS which approval shall not unreasonably be withheld Notwithstanding the submission and acceptance of a Corrective Action Plan Contractor remains responsible for achieving all Performance criteria The acceptance of a Corrective Action Plan shall not excuse prior substandard Performance relieve Contractor of its duty to comply with Performance standards or prohibit the State from pursuing additional remedies or other approaches to correct substandard Performance

c) The written notice of the breach may include an effective Termination date If the identified breach is not cured by the stated Termination date unless otherwise modified by the non-breaching party in writing prior to such date no further action shall be required of any party to effect the Termination as of the stated date If the notice does not set forth an effective Termination date the non-breaching party shall be required to provide the breaching party no less than twenty four (24) hours written notice prior to terminating the Agreement such notice to be provided in accordance with Section 22(c)

d) If the Department reasonably and in good faith determines the Contractor has not Performed in accordance with the Agreement the State may withhold payment in whole or in part in an amount reasonably related to the non-performance pending resolution of the Performance issue provided that the State notifies the Contractor in writing prior to the date that the payment would have been due

e) Notwithstanding any provisions in this Agreement DAS may terminate this Agreement with no right to cure period for Contractorrsquos breach or violation of any of the provisions in the section concerning Representations and Warranties and revoke any consent to assignments given as if the assignments had never been requested or consented to without liability to the Contractor or Contractor Parties or any third party

f) Termination under this Breach section is subject to the provisions of the Termination section in this Agreement

22 TERMINATION

a) Notwithstanding any provisions in this Agreement the DAS through a duly authorized employee may Terminate the Agreement or alternatively specific Purchase Order(s) or SOW(s) whenever the DAS makes a written determination that such Termination is in the best interests of the State The DAS shall notify the Contractor in writing of Termination pursuant to this section which notice shall specify the effective date of

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 16 of 35 Termination and the extent to which the Contractor must complete its Performance under the Agreement prior to such date

b) Notwithstanding any provisions in this Agreement the DAS through a duly authorized employee may after making a written determination that the Contractor has breached the Agreement Terminate the Agreement in accordance with the provisions in the Breach section of this Agreement DAS in its sole discretion may choose to limit termination to specific Purchase Orders or SOWs rather than Terminate the Agreement in full

c) DAS shall send the notice of Termination via certified mail return receipt requested to the Contractor at the most current address which the Contractor has furnished to DAS for purposes of correspondence or by hand delivery Upon receiving the notice from the DAS the Contractor shall immediately discontinue all services affected in accordance with the notice undertake commercially reasonable efforts to mitigate any losses or damages and deliver to the Department all Records The Records are deemed to be the property of the Department and the Contractor shall deliver them to the Department no later than thirty (30) days after the Termination of the Agreement or fifteen (15) days after the Contractor receives a written request from the Department for the Records The Contractor shall deliver those Records that exist in electronic magnetic or other intangible form in a non-proprietary format such as but not limited to ASCII or TXT Such transfer of Records shall not transfer ownership of intellectual property contained in such Records

d) Upon receipt of a written notice of Termination from DAS the Contractor shall cease operations as DAS directs in the notice and take all actions that are necessary or appropriate or that DAS may reasonably direct for the protection and preservation of the Goods and any other property Except for any work which DAS directs the Contractor to Perform in the notice prior to the effective date of Termination and except as otherwise provided in the notice the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts purchase orders or commitments

e) The Department shall within forty-five (45) days of the effective date of Termination reimburse the Contractor for its Performance rendered and accepted by the Department or for any Goods delivered by Contractor in addition to all reasonable actual or committed costs including Contractorrsquos demobilization costs incurred after Termination in completing those portions of the Performance which the notice required the Contractor to complete However the Contractor is not entitled to receive and the Department is not obligated to tender to the Contractor any payments for anticipated or lost profits relating to work not Performed Upon request by DAS the Contractor shall assign to DAS or the Department or any replacement contractor which DAS or the Department designates all subcontracts purchase orders and other information pertaining to its Performance and remove from State premises whether leased or owned all of Contractorrsquos property equipment waste material and rubbish related to its Performance all as DAS may request

f) For breach or violation of any of the provisions in the section concerning Representations and Warranties the DAS may Terminate the Agreement in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to without liability to the Contractor or Contractor Parties or any third party

g) Upon Termination of the Agreement all rights and obligations shall be null and void so that no party shall have any further rights or obligations to any other party except with respect to the sections which survive Termination All representations warranties agreements and rights of the parties under the Agreement shall survive such Termination to the extent not otherwise limited in the Agreement and without each one of them having to be specifically mentioned in the Agreement

h) Termination of the Agreement pursuant to this section shall not be deemed to be a breach of the Agreement by the State


23 REPRESENTATIONS AND WARRANTIES

The Contractor represents and warrants to the State for itself and the Contractor Parties that

a) if they are entities they are duly and validly existing under the laws of their respective states of organization and authorized to conduct business in the State of Connecticut in the manner contemplated by the Agreement Further as appropriate they have taken all necessary action to authorize the execution delivery and Performance of the Agreement and have the power and authority to execute deliver and Perform their obligations under the Agreement b) they will comply with all applicable State and Federal laws and municipal ordinances in satisfying their obligations to the State under and pursuant to the Agreement including but not limited to (1) Connecticut General Statutes Title 1 Chapter 10 concerning the Statersquos Codes of Ethics and (2) Title 4a concerning State purchasing including but not limited to section 22a-194a concerning the use of polystyrene foam c) the execution delivery and Performance of the Agreement will not violate be in conflict with result in a breach of or constitute (with or without due notice andor lapse of time) a default under any of the following as applicable (1) any provision of law (2) any order of any court or the State or (3) any indenture agreement document or other instrument to which it is a party or by which it may be bound d) they are not presently debarred suspended proposed for debarment declared ineligible or voluntarily excluded from covered transactions by any governmental entity e) as applicable they have not within the three years preceding the Agreement in any of their current or former jobs been convicted of or had a civil judgment rendered against them or against any person who would Perform under the Agreement for commission of fraud or a criminal offense in connection with obtaining attempting to obtain or performing a transaction or contract with any governmental entity This includes but is not limited to violation of Federal or state antitrust statutes or commission of embezzlement theft forgery bribery falsification or destruction of records or property making false statements or receiving stolen property f) they are not presently indicted for or otherwise criminally or civilly charged by any governmental entity with commission of any of the offenses listed above g) they have not within the three years preceding the Agreement had one or more contracts with any governmental entity terminated for breach or default h) they have not employed or retained any entity or person other than a bona fide employee working solely for them to solicit or secure the Agreement and that they have not paid or agreed to pay any entity or person other than a bona fide employee working solely for them any fee commission percentage brokerage fee gifts or any other consideration contingent upon or resulting from the award or making of the Agreement or any assignments made in accordance with the terms of the Agreement i) to the best of their knowledge there are no Claims involving the Contractor or Contractor Parties that might reasonably be expected to materially adversely affect their businesses operations assets properties financial stability business prospects or ability to Perform fully under the Agreement

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 18 of 35 j) they shall disclose to the best of their knowledge to the State in writing any Claims involving them that might reasonably be expected to materially adversely affect their businesses operations assets properties financial stability business prospects or ability to Perform fully under the Agreement no later than twenty (20) calendar days after becoming aware of any such Claims For purposes of the Contractorrsquos obligation to disclose any Claims to the State the ten (10) calendar days in the section of this Agreement concerning disclosure of Contractor Parties litigation shall run consecutively with the ten (10) days provided for in this representation and warranty k) their participation in the Solicitation process is not a conflict of interest or a breach of ethics under the provisions of Title 1 Chapter 10 of the Connecticut General Statutes concerning the Statersquos Code of Ethics l) the proposal submitted by Contractor in response to the Solicitation was not made in connection or concert with any other person entity or proposer including any affiliate (as defined in the Tangible Personal Property section of this Agreement) of the proposer submitting a proposal for the same Solicitation and is in all respects fair and without collusion or fraud m) they are able to Perform under the Agreement using their own resources or the resources of a party who was not a proposer n) the Contractor shall obtain in a written contract all of the representations and warranties in this section from any Contractor Parties and require that provision be included in any contracts and purchase orders with such Contractor Parties o) they have paid all applicable workersrsquo compensation second injury fund assessments concerning all previous work done in Connecticut they have a record of compliance with Occupational Health and Safety Administration regulations without any unabated willful or serious violations p) they are not delinquent in the payment of unemployment compensation contributions q) they are not delinquent in the payment of any taxes owed or that they have filed a sales tax security bond and they have if and as applicable filed for motor carrier road tax stickers and have paid all outstanding road taxes r) all of their vehicles have current registrations and unless such vehicles are no longer in service they shall not allow any such registrations to lapse s) each Contractor Party has vested in the Contractor plenary authority to bind the Contractor Parties to the full extent necessary or appropriate to ensure full compliance with and Performance in accordance with all of the terms and conditions of the Agreement and that all appropriate parties shall also provide no later than fifteen (15) days after receiving a request from DAS or the Department such information as DAS or the Department may require to evidence in their sole determination compliance with this section t) they either own or have the authority to use all the Goods u) to the best of Contractorrsquos knowledge the Goods do not infringe or misappropriate any patent copyright trade secret or other intellectual property right of a third party

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 19 of 35 v) the Departments use of any Goods in a manner consistent with this Agreement shall not infringe or misappropriate any patent trade secret or other intellectual property right of a third party w) if they procure any Goods they shall sub-license such Goods and that the Department shall be afforded the full benefits of any manufacturer or subcontractor licenses for the use of the Goods and

x) they shall assign or otherwise transfer to the Department or afford the Department the full benefits of any manufacturers warranty for the Goods to the extent that such warranties are assignable or otherwise transferable to the Department

24 DISCLOSURE OF CONTRACTOR PARTIES LITIGATION

The Contractor shall require that all Contractor Parties as appropriate disclose to the Contractor to the best of their knowledge any Claims involving the Contractor Parties that might reasonably be expected to materially adversely affect their businesses operations assets properties financial stability business prospects or ability to Perform fully under the Agreement no later than twenty (20) calendar days after becoming aware of any such Claims Disclosure shall be in writing

25 STATE COMPTROLLERrsquoS SPECIFICATIONS

In accordance with Conn Gen Stat sect 4d-31 this Agreement is deemed to have incorporated within it and the Contractor shall deliver the Goods and Services in compliance with all specifications established by the State Comptroller to ensure that all policies procedures processes and control systems including hardware software and protocols which are established or provided by the Contractor or Contractor Parties are compatible with and support the States core financial systems including but not limited to accounting payroll time and attendance and retirement systems

26 CHIEF INFORMATION OFFICER SUBCONTRACT APPROVAL

In accordance with Conn Gen Stat sect 4d-32 the Contractor shall not award a subcontract for work under this Agreement without having first obtained the written approval of the Chief Information Officer of the Department of Administrative Services or their designee of the selection of the subcontractor and of the provisions of the subcontract The Contractor shall deliver a copy of each executed subcontract or amendment to the subcontract to the Chief Information Officer who shall maintain the subcontract or amendment as a public record as defined in Conn Gen Stat sect 1-200

27 RIGHTS TO AND INTEGRITY OF PUBLIC RECORDS

In accordance with Conn Gen Stat sect 4d-34 (a) neither the Contractor nor Contractor Parties shall have any Title in or to (1) any public records which the Contractor or Contractor Parties possess modify or create pursuant to a contract subcontract or amendment to a contract or subcontract or (2) any modifications by such contractor subcontractor employee or agent to such public records (b) neither the Contractor nor Contractor Parties shall impair the integrity of any public records which they possess or create and (c) public records which the Contractor or Contractor Parties possess modify or create pursuant to this Agreement or other

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 20 of 35 contract subcontract or amendment to a contract or subcontract shall at all times and for all purposes remain the property of the State For purposes of this section ldquopublic recordsrdquo shall have the meaning set forth in Conn Gen Stat sect 4-33 as it may be modified from time to time

28 PUBLIC RECORDS AND FOIA

In accordance with Conn Gen Stat sect 4d-35 any public record which a state agency provides to the Contractor or Contractor Parties shall remain a public record for the purposes of subsection (a) of section 1-210 and as to such public records the State the Contractor and Contractor Parties shall have a joint and several obligation to comply with the obligations of the state agency under the Freedom of Information Act (FOIA) as defined in section 1-200 provided that the determination of whether or not to disclose a particular record or type of record shall be made by such state agency

29 DISCLOSURE OF PUBLIC RECORDS

In accordance with Conn Gen Stat sect 4d-36 neither the Contractor nor Contractor Parties shall disclose to the public any public records (a) which they possess modify or create pursuant to this Agreement or any contract subcontract or amendment to a contract or subcontract and (b) which a state agency (1) is prohibited from disclosing pursuant to state or federal law in all cases (2) may disclose pursuant to state or federal law only to certain entities or individuals or under certain conditions or (3) may withhold from disclosure pursuant to state or federal law This provision shall not be construed to prohibit the Contractor from disclosing such public records to any Contractor Parties to carry out the purposes of its subcontract For purposes of this section ldquopublic recordsrdquo shall have the meaning set forth in Conn Gen Stat sect 1-200 as it may be modified from time to time

30 PROFITING FROM PUBLIC RECORDS

In accordance with Conn Gen Stat sect 4d-37 neither the Contractor nor Contractor Parties shall sell market or otherwise profit from the disclosure or use of any public records which are in their possession pursuant to this Agreement or any contract subcontract or amendment to a contract or subcontract except as authorized in this Agreement For purposes of this section ldquopublic recordsrdquo shall have the meaning set forth in Conn Gen Stat sect 1-200 as it may be modified from time to time

31 CONTRACTORrsquoS OBLIGATION TO NOTIFY DAS CONCERNING PUBLIC RECORDS

In accordance with Conn Gen Stat sect 4d-38 if the Contractor or Contractor Parties learn of any violation of the provisions of Conn Gen Stat sectsect 4d-36 or 4d-37 they shall no later than seven calendar days after learning of such violation notify the Chief Information Officer of such violation

32 GENERAL ASSEMBLY ACCESS TO RECORDS

In accordance with Conn Gen Stat sect 4d-40 the Joint Committee on Legislative Management and each nonpartisan office of the General Assembly shall continue to have access to DAS records that is not less than the access that said committee and such offices have on July 1 1997

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 21 of 35 33 CONTINUITY OF SYSTEMS

a) This Section is intended to comply with Conn Gen Stat sect4d-44 as it may be amended

b) The Contractor acknowledges that the Systems and associated services are important to the function of State government and that they must continue with minimal interruption Pursuant to Conn Gen Stat sect4d-44 as it may be amended if the work under the Contract any subcontract or amendment to either is transferred back to the State or to another contractor at any time for any reason then the Contractor shall cooperate fully with the State and do and Perform all acts and things that DAS deems to be necessary or appropriate to ensure continuity of state agency information system and telecommunication system facilities equipment and services so that there is minimal disruption or interruption in Performance as required or permitted in the Agreement The Contractor shall not enter into any subcontract for any part of the Performance under the Agreement without approval of such subcontract by DAS as required by Conn Gen Stat sect4d-32 as it may be amended and without such subcontract including a provision that obligates the subcontractor to comply fully with Conn Gen Stat sect4d-44 as it may be amended as if the subcontractor were in fact the Contractor The Contractor shall make a full and complete disclosure of and delivery to DAS or its representatives of all Records and ldquoPublic Recordsrdquo as that term is defined in Conn Gen Stat sect4d-33 as it may be amended in whatever form they exist or are stored and maintained and wherever located directly or indirectly concerning the Contract

c) The parties shall follow the below applicable and respective procedures in order to ensure the orderly transfer to the State the following

1 facilities and equipment Unless a shorter period is necessary or appropriate to ensure compliance with subsection (a) above in which case that shorter period shall apply the Contractor shall deliver to DAS FOB Hartford Connecticut or other State location which DAS identifies all facilities and equipment related to or arising out of the Agreement subcontract or amendment no later than 10 days from the date that the work under the Agreement is transferred back to the State or to another contractor for any reason The Contractor shall deliver the facilities and equipment to DAS during DASrsquos business hours in good working order and in appropriately protective packaging to ensure delivery without damage Concurrent with this delivery the Contractor shall also deliver all related operation manuals and other documentation in whatever form they exist and a list of all related passwords and security codes

2 software Deliverables created or modified pursuant to the Agreement subcontract or amendment Unless a shorter period is necessary or appropriate to ensure compliance with subsection (a) above in which case that shorter period shall apply the Contractor shall deliver to DAS FOB Hartford Connecticut or other location which DAS identifies all Deliverables no later than 10 days from the date that the work under the SOW or Agreement is transferred back to the State or to another contractor for any reason The Contractor shall deliver such Deliverables to DAS during DASrsquos business hours in good working order and if equipment shall be delivered in appropriately protective packaging to ensure delivery without damage Concurrent with this delivery the Contractor shall also deliver all Deliverable-related operation manuals and other documentation in whatever form they exist if delivery of such manuals and documentation is required by this Agreement or the SOW for such Deliverable and a list of all Deliverable passwords and security codes and

3 Public Records as defined in Conn Gen Stat sect4d-33 as it may be amended which the Contractor or Contractor Parties possess or create pursuant to the Agreement subcontract or amendment Unless a shorter period is necessary or appropriate to ensure compliance with subsection (a) above in which case that shorter period shall apply the Contractor shall deliver to DAS FOB Hartford Connecticut


or other State location which DAS identifies all Public Records created or modified pursuant to the Agreement Statement of Work subcontract or amendment and requested in writing by DAS (provided that Contractor may redact confidential information of Contractor its personnel or third parties to the extent permitted by applicable law) no later than the latter of (1) the time specified in the section in this Agreement concerning Termination for the return of Public Records and (2) 10 days from the date that the work under the Agreement or Statement of Work is transferred back to the State or to another contractor for any reason The Contractor shall deliver to DAS those Public Records in electronic magnetic or other intangible form in a non-proprietary format such as but not limited to ASCII or TXT The Contractor shall deliver to DAS during DASrsquos business hours those Public Records and a list of all applicable passwords and security codes all in appropriately protective packaging to ensure delivery without damage

d) If the Contractor employs former State employees the Contractor shall facilitate the exercising of any reemployment rights that such State employees may have with the State including but not limited to affording them all reasonable opportunities during the workday to interview for State jobs The Contractor shall include language similar to this section in all of its contracts with its subcontractors and applicable Contractor Parties so that they are similarly obligated

34 TANGIBLE PERSONAL PROPERTY

a) The Contractor on its behalf and on behalf of its Affiliates as defined below shall comply with the provisions of Conn Gen Stat sect12-411b as follows

1 For the term of the Agreement the Contractor and its Affiliates shall collect and remit to the State of Connecticut Department of Revenue Services any Connecticut use tax due under the provisions of Chapter 219 of the Connecticut General Statutes for items of tangible personal property sold by the Contractor or by any of its Affiliates in the same manner as if the Contractor and such Affiliates were engaged in the business of selling tangible personal property for use in Connecticut and had sufficient nexus under the provisions of Chapter 219 to be required to collect Connecticut use tax

2 A customerrsquos payment of a use tax to the Contractor or its Affiliates relieves the customer of liability for the use tax

3 The Contractor and its Affiliates shall remit all use taxes they collect from customers on or before the due date specified in the Contract which may not be later than the last day of the month next succeeding the end of a calendar quarter or other tax collection period during which the tax was collected

4 The Contractor and its Affiliates are not liable for use tax billed by them but not paid to them by a customer and

5 Any Contractor or Affiliate who fails to remit use taxes collected on behalf of its customers by the due date specified in the Agreement shall be subject to the interest and penalties provided for persons required to collect sales tax under chapter 219 of the general statutes

b) For purposes of this section of the Agreement the word ldquoAffiliaterdquo means any person as defined in section 12-1 of the general statutes that controls is controlled by or is under common control with another person A person controls another person if the person owns directly or indirectly more than ten per cent of the voting securities of the other person The word ldquovoting securityrdquo means a security that confers upon the

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 23 of 35 holder the right to vote for the election of members of the board of directors or similar governing body of the business or that is convertible into or entitles the holder to receive upon its exercise a security that confers such a right to vote ldquoVoting securityrdquo includes a general partnership interest

c) The Contractor represents and warrants that each of its Affiliates has vested in the Contractor plenary authority to so bind the Affiliates in any agreement with the State of Connecticut The Contractor on its own behalf and on behalf of its Affiliates shall also provide no later than 30 days after receiving a request by the Statersquos contracting authority such information as the State may require to ensure in the Statersquos sole determination compliance with the provisions of Chapter 219 of the Connecticut General Statutes including but not limited to sect12-411b

35 INDEMNIFICATION LIMITATION OF LIABILITY

a) The Contractor shall indemnify defend and hold harmless the State and its officers representatives agents servants employees successors and assigns from and against any and all (1) Claims arising directly or indirectly in connection with the Agreement including the acts of commission or omission (collectively the Acts) of the Contractor or Contractor Parties and (2) liabilities damages losses costs and expenses including but not limited to attorneys and other professionals fees arising directly or indirectly in connection with Claims Acts or the Agreement The Contractor shall use counsel reasonably acceptable to the State in carrying out its obligations under this section The Contractorrsquos obligations under this section to indemnify defend and hold harmless against Claims includes Claims concerning confidentiality of any part of or all of the Contractorrsquos bid proposal or any Records any intellectual property rights other proprietary rights of any person or entity copyrighted or non-copyrighted compositions secret processes patented or unpatented inventions articles or appliances furnished or used in the Performance

b) The Contractor shall not be responsible for indemnifying or holding the State harmless from any liability arising due to the negligence of the State or any third party acting under the direct control or supervision of the State Further Contractor shall have no liability for alleged infringement arising out of or relating to Departmentrsquos (i) use or combination of a Deliverable with any Goods or Services that Department develops owns or receives from a third party (ii) use of a Deliverable for a purpose or in a manner for which the Deliverable was not provided (iii) any modification made to a Deliverable by any person other than Contractor or its authorized representatives or (iv) any modifications made to a Deliverable pursuant to and in accordance with specific detailed instructions from the Department (provided Contractor informs the Department that such instructions are inadvisable or not recommended by the Contractor)

c) The Contractor shall reimburse the State for any and all damages to the real or personal property of the State caused by the Acts of the Contractor or any Contractor Parties The State shall give the Contractor reasonable notice of any such Claims

d) The Contractorrsquos duties under this section shall remain fully in effect and binding in accordance with the terms and conditions of the Contract without being lessened or compromised in any way even where the Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the Claims andor where the State is alleged or is found to have contributed to the Acts giving rise to the Claims

e) Notwithstanding any other provision of this Agreement to the contrary except for any claim of infringement willful misconduct or any liability arising out of Section 11 of this Agreement Contractorrsquos liability for claims damages or losses under each Purchase Order and Statement of Work to the extent permitted by law shall be limited to two (2) times the value of the applicable Purchase Order and Statement of

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 24 of 35 Work If the Contractor accepts multiple Purchase Orders or Statements of Work for the same or related matter Contractorrsquos liability for claims damages or losses shall be limited to two (2) times the aggregate value of the related Purchase Orders and Statements of Work Neither Contractor nor the State shall have liability to the other for special consequential exemplary incidental or indirect damages including lost profits or revenues even if advised of the possibility thereof

f) This section shall survive the Termination of the Agreement and shall not be limited by reason of any insurance coverage

36 SOVEREIGN IMMUNITY

The parties acknowledge and agree that nothing in the Agreement shall be construed as a modification compromise or waiver by the State of any rights or defenses of any immunities provided by Federal law or the laws of the State of Connecticut to the State or any of its officers and employees which they may have had now have or will have with respect to all matters arising out of the Agreement To the extent that this section conflicts with any other section this section shall govern

37 SUMMARY OF STATE ETHICS LAWS

Pursuant to the requirements of section 1-101qq of the Connecticut General Statutes the summary of State ethics laws developed by the State Ethics Commission pursuant to section 1-81b of the Connecticut General Statutes is incorporated by reference into and made a part of the Agreement as if the summary had been fully set forth in the Agreement

38 AUDIT AND INSPECTION OF PLANTS PLACES OF BUSINESS AND RECORDS

a) The State and its agents including but not limited to the Connecticut Auditors of Public Accounts Attorney General and Statersquos Attorney and their respective agents may at reasonable hours inspect and examine all of the parts of the Contractorrsquos and Contractor Partiesrsquo plants and places of business which in any way are related to or involved in the performance of this Agreement

b) The Contractor shall maintain and shall require each of the Contractor Parties to maintain accurate and complete Records The Contractor shall make all of its and the Contractor Partiesrsquo Records available at all reasonable hours for audit and inspection by the State and its agents

c) The State shall make all requests for any audit or inspection in writing and shall provide the Contractor with at least twenty-four (24) hoursrsquo notice prior to the requested audit and inspection date If the State suspects fraud or other abuse or in the event of an emergency the State is not obligated to provide any prior notice

d) All audits and inspections shall be at the Statersquos expense

e) The Contractor shall keep and preserve or cause to be kept and preserved all of its and Contractor Partiesrsquo Records until three (3) years after the latter of (i) final payment under this Agreement or (ii) the expiration or earlier termination of this Agreement as the same may be modified for any reason The State may request an audit or inspection at any time during this period If any Claim or audit is started before the expiration of this period the Contractor shall retain or cause to be retained all Records until all Claims or audit findings have been resolved

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 25 of 35 f) The Contractor shall cooperate fully with the State and its agents in connection with an audit or inspection Following any audit or inspection the State may conduct and the Contractor shall cooperate with an exit conference

g) The Contractor shall incorporate this entire Section verbatim into any contract or other agreement that it enters into with any Contractor Party

39 CAMPAIGN CONTRIBUTION RESTRICTION

For all State contracts defined in Conn Gen Stat sect9-612(g)(1) as having a value in a calendar year of $50000 or more or a combination or series of such agreements or contracts having a value of $100000 or more the authorized signatory to this Agreement expressly acknowledges receipt of the State Elections Enforcement Commissions notice advising state contractors of state campaign contribution and solicitation prohibitions and will inform its principals of the contents of the notice as set forth in Notice to Executive Branch State Contractors and Prospective State Contractors of Campaign Contribution and Solicitation Limitationsrdquo attached as Exhibit 1

40 EXECUTIVE ORDERS

This Agreement is subject to the provisions of Executive Order No Three of Governor Thomas J Meskill promulgated June 16 1971 concerning labor employment practices Executive Order No Seventeen of Governor Thomas J Meskill promulgated February 15 1973 concerning the listing of employment openings and Executive Order No Sixteen of Governor John G Rowland promulgated August 4 1999 concerning violence in the workplace all of which are incorporated into and are made a part of the Agreement as if they had been fully set forth in it The Agreement may also be subject to Executive Order No 7C of Governor M Jodi Rell promulgated July 13 2006 concerning contracting reforms and Executive Order No 14 of Governor M Jodi Rell promulgated April 17 2006 concerning procurement of cleaning products and services and Executive Order No 19 of Governor M Jodi Rell promulgated June 19 2008 concerning use of System Development in accordance with their respective terms and conditions If Executive Orders 7C 14 and 19 are applicable they are deemed to be incorporated into and are made a part of the Agreement as if they had been fully set forth in it At the Contractorrsquos request the State shall provide a copy of these orders to the Contractor

41 NONDISCRIMINATION

a) For purposes of this Section the following terms are defined as follows

i Commission means the Commission on Human Rights and Opportunities ii Contract and ldquocontractrdquo include any extension or modification of the Agreement

iii Contractor and ldquocontractorrdquo include any successors or assigns of the Contractor or contractor iv Gender identity or expression means a persons gender-related identity appearance or behavior

whether or not that gender-related identity appearance or behavior is different from that traditionally associated with the persons physiology or assigned sex at birth which gender-related identity can be shown by providing evidence including but not limited to medical history care or treatment of the gender-related identity consistent and uniform assertion of the gender-related identity or any other evidence that the gender-related identity is sincerely held part of a persons core identity or not being asserted for an improper purpose


v ldquogood faith means that degree of diligence which a reasonable person would exercise in the performance of legal duties and obligations

vi good faith efforts shall include but not be limited to those reasonable initial efforts necessary to comply with statutory or regulatory requirements and additional or substituted efforts when it is determined that such initial efforts will not be sufficient to comply with such requirements

vii marital status means being single married as recognized by the state of Connecticut widowed separated or divorced

viii mental disability means one or more mental disorders as defined in the most recent edition of the American Psychiatric Associations Diagnostic and Statistical Manual of Mental Disorders or a record of or regarding a person as having one or more such disorders

ix minority business enterprise means any small contractor or supplier of materials fifty-one percent or more of the capital stock if any or assets of which is owned by a person or persons (1) who are active in the daily affairs of the enterprise (2) who have the power to direct the management and policies of the enterprise and (3) who are members of a minority as such term is defined in subsection (a) of Connecticut General Statutes sect 32-9n and

x public works contract means any agreement between any individual firm or corporation and the State or any political subdivision of the State other than a municipality for construction rehabilitation conversion extension demolition or repair of a public building highway or other changes or improvements in real property or which is financed in whole or in part by the State including but not limited to matching expenditures grants loans insurance or guarantees

For purposes of this Section the terms Contract and ldquocontractrdquo do not include a contract where each contractor is (1) a political subdivision of the state including but not limited to a municipality (2) a quasi-public agency as defined in Conn Gen Stat Section 1-120 (3) any other state including but not limited to any federally recognized Indian tribal governments as defined in Conn Gen Stat Section 1-267 (4) the federal government (5) a foreign government or (6) an agency of a subdivision agency state or government described in the immediately preceding enumerated items (1) (2) (3) (4) or (5)

b) (1) The Contractor agrees and warrants that in the performance of the Agreement such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of race color religious creed age marital status national origin ancestry sex gender identity or expression mental retardation mental disability or physical disability including but not limited to blindness unless it is shown by such Contractor that such disability prevents performance of the work involved in any manner prohibited by the laws of the United States or of the State of Connecticut and the Contractor further agrees to take affirmative action to insure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race color religious creed age marital status national origin ancestry sex gender identity or expression mental retardation mental disability or physical disability including but not limited to blindness unless it is shown by the Contractor that such disability prevents performance of the work involved (2) the Contractor agrees in all solicitations or advertisements for employees placed by or on behalf of the Contractor to state that it is an affirmative action-equal opportunity employer in accordance with regulations adopted by the Commission (3) the Contractor agrees to provide each labor union or representative of workers with which the Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which the Contractor has a contract or understanding a notice to be provided by the Commission advising the labor union or workersrsquo representative of the Contractors commitments under this section and to post copies of the notice in conspicuous places available to employees and applicants for employment (4) the Contractor agrees to comply with each provision of this Section and Connecticut General Statutes sectsect 46a-68e and 46a-68f and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes sectsect 46a-56 46a-68e and 46a-68f and (5) the Contractor agrees to provide the

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 27 of 35 Commission on Human Rights and Opportunities with such information requested by the Commission and permit access to pertinent books records and accounts concerning the employment practices and procedures of the Contractor as relate to the provisions of this Section and Connecticut General Statutes sect 46a-56 If the contract is a public works contract the Contractor agrees and warrants that he will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works projects

c) Determination of the Contractors good faith efforts shall include but shall not be limited to the following factors The Contractors employment and subcontracting policies patterns and practices affirmative advertising recruitment and training technical assistance activities and such other reasonable activities or efforts as the Commission may prescribe that are designed to ensure the participation of minority business enterprises in public works projects

d) The Contractor shall develop and maintain adequate documentation in a manner prescribed by the Commission of its good faith efforts

e) The Contractor shall include the provisions of subsection (b) of this Section in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor vendor or manufacturer unless exempted by regulations or orders of the Commission The Contractor shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with Connecticut General Statutes sect46a-56 provided if such Contractor becomes involved in or is threatened with litigation with a subcontractor or vendor as a result of such direction by the Commission the Contractor may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter

f) The Contractor agrees to comply with the regulations referred to in this Section as they exist on the date of this Agreement and as they may be adopted or amended from time to time during the term of this Agreement and any amendments thereto

g) (1) The Contractor agrees and warrants that in the performance of the Agreement such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation in any manner prohibited by the laws of the United States or the State of Connecticut and that employees are treated when employed without regard to their sexual orientation (2) the Contractor agrees to provide each labor union or representative of workers with which such Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which such Contractor has a contract or understanding a notice to be provided by the Commission on Human Rights and Opportunities advising the labor union or workers representative of the Contractors commitments under this section and to post copies of the notice in conspicuous places available to employees and applicants for employment (3) the Contractor agrees to comply with each provision of this section and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes sect 46a-56 and (4) the Contractor agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission and permit access to pertinent books records and accounts concerning the employment practices and procedures of the Contractor which relate to the provisions of this Section and Connecticut General Statutes sect 46a-56

h) The Contractor shall include the provisions of the foregoing paragraph in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor vendor or manufacturer unless exempted by regulations or orders of the Commission The Contractor shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with

Information Processing Systems Agreement 12PSX0379 IT Strategic Services Page 28 of 35 Connecticut General Statutes sect 46a-56 provided if such Contractor becomes involved in or is threatened with litigation with a subcontractor or vendor as a result of such direction by the Commission the Contractor may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter

42 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT

a) If the Contactor is a Business Associate under the requirements of the Health Insurance Portability and Accountability Act of 1996 (ldquoHIPAArdquo) the Contractor must comply with all terms and conditions of this Section of the Agreement If the Contractor is not a Business Associate under HIPAA this Section of the Agreement does not apply to the Contractor for this Agreement b) The Contractor is required to safeguard the use publication and disclosure of information on all applicants for and all clients who receive services under the Agreement in accordance with all applicable federal and state law regarding confidentiality which includes but is not limited to HIPAA more specifically with the Privacy and Security Rules at 45 CFR Part 160 and Part 164 subparts A C and E and c) The State of Connecticut Agency named on page 1 of this Agreement (hereinafter the ldquoDepartmentrdquo) is a ldquocovered entityrdquo as that term is defined in 45 CFR sect 160103 and

d) The Contractor on behalf of the Department performs functions that involve the use or disclosure of ldquoindividually identifiable health informationrdquo as that term is defined in 45 CFR sect 160103 and

e) The Contractor is a ldquobusiness associaterdquo of the Department as that term is defined in 45 CFR sect 160103 and

f) The Contractor and the Department agree to the following in order to secure compliance with the HIPAA the requirements of Subtitle D of the Health Information Technology for Economic and Clinical Health Act (hereinafter the HITECH Act) (Pub L 111-5 sections 13400 to 13423) and more specifically with the Privacy and Security Rules at 45 CFR Part 160 and Part 164 subparts A C and E

g) Definitions 1) ldquoBreachrdquo shall have the same meaning as the term is defined in section 13400 of the HITECH Act (42

USC sect17921(1)) 2) ldquoBusiness Associaterdquo shall mean the Contractor 3) ldquoCovered Entityrdquo shall mean the Department of the State of Connecticut named on page 1 of this

Agreement 4) ldquoDesignated Record Setrdquo shall have the same meaning as the term ldquodesignated record setrdquo in 45

CFR sect 164501 5) ldquoElectronic Health Recordrdquo shall have the same meaning as the term is defined in section 13400 of

the HITECH Act (42 USC sect17921(5)) 6) ldquoIndividualrdquo shall have the same meaning as the term ldquoindividualrdquorsquo in 45 CFR sect 160103 and shall

include a person who qualifies as a personal representative as defined in 45 CFR sect 164502(g) 7) ldquoPrivacy Rulerdquo shall mean the Standards for Privacy of Individually Identifiable Health Information

at 45 CFR part 160 and parts 164 subparts A and E 8) ldquoProtected Health Informationrdquo or ldquoPHIrdquo shall have the same meaning as the term ldquoprotected health

informationrdquo in 45 CFR sect 160103 limited to information created or received by the Business Associate from or on behalf of the Covered Entity


9) ldquoRequired by Lawrdquorsquo shall have the same meaning as the term ldquorequired by lawrdquo in 45 CFR sect 164103

10) ldquoSecretaryrdquo shall mean the Secretary of the Department of Health and Human Services or his designee

11) ldquoMore stringentrdquo shall have the same meaning as the term ldquomore stringentrdquo in 45 CFR sect 160202 12) ldquoThis Section of the Agreementrdquo refers to the HIPAA Provisions stated herein in their entirety 13) ldquoSecurity Incidentrdquo shall have the same meaning as the term ldquosecurity incidentrdquo in

45 CFRsect 164304 14) ldquoSecurity Rulerdquo shall mean the Security Standards for the Protection of Electronic Protected Health

Information at 45 CFR part 160 and parts 164 subpart A and C 15) ldquoUnsecured protected health informationrdquo shall have the same meaning as the term as defined in

section 13402(h)(1)(A) of HITECH Act (42 USC sect17932(h)(1)(A)) h) Obligations and Activities of Business Associates

1) Business Associate agrees not to use or disclose PHI other than as permitted or required by this Section of the Agreement or as Required by Law

2) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for in this Section of the Agreement

3) Business Associate agrees to use administrative physical and technical safeguards that reasonably and appropriately protect the confidentiality integrity and availability of electronic protected health information that it creates receives maintains or transmits on behalf of the Covered Entity

4) Business Associate agrees to mitigate to the extent practicable any harmful effect that is known to the Business Associate of a use or disclosure of PHI by Business Associate in violation of this Section of the Agreement

5) Business Associate agrees to report to Covered Entity any use or disclosure of PHI not provided for by this Section of the Agreement or any security incident of which it becomes aware

6) Business Associate agrees to insure that any agent including a subcontractor to whom it provides PHI received from or created or received by Business Associate on behalf of the Covered Entity agrees to the same restrictions and conditions that apply through this Section of the Agreement to Business Associate with respect to such information

7) Business Associate agrees to provide access at the request of the Covered Entity and in the time and manner agreed to by the parties to PHI in a Designated Record Set to Covered Entity or as directed by Covered Entity to an Individual in order to meet the requirements under 45 CFR sect 164524

8) Business Associate agrees to make any amendments to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR sect 164526 at the request of the Covered Entity and in the time and manner agreed to by the parties

9) Business Associate agrees to make internal practices books and records including policies and procedures and PHI relating to the use and disclosure of PHI received from or created or received by Business Associate on behalf of Covered Entity available to Covered Entity or to the Secretary in a time and manner agreed to by the parties or designated by the Secretary for purposes of the Secretary determining Covered Entityrsquos compliance with the Privacy Rule

10) Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR sect 164528 and section 13405 of the HITECH Act (42 USC sect 17935) and any regulations promulgated thereunder


11) Business Associate agrees to provide to Covered Entity in a time and manner agreed to by the parties information collected in accordance with clause h (10) of this Section of the Agreement to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR sect 164528 and section 13405 of the HITECH Act (42 USC sect 17935) and any regulations promulgated thereunder Business Associate agrees at the Covered Entityrsquos direction to provide an accounting of disclosures of PHI directly to an individual in accordance with 45 CFR sect 164528 and section 13405 of the HITECH Act (42 USC sect 17935) and any regulations promulgated thereunder

12) Business Associate agrees to comply with any state or federal law that is more stringent than the Privacy Rule

13) Business Associate agrees to comply with the requirements of the HITECH Act relating to privacy and security that are applicable to the Covered Entity and with the requirements of 45 CFR sections 164504(e) 164308 164310 164312 and 164316

14) In the event that an individual requests that the Business Associate (a) restrict disclosures of PHI (b) provide an accounting of disclosures of the individualrsquos PHI or (c) provide a copy of the individualrsquos PHI in an electronic health record the Business Associate agrees to notify the covered entity in writing within five business days of the request

15) Business Associate agrees that it shall not directly or indirectly receive any remuneration in exchange for PHI of an individual without (1) the written approval of the covered entity unless receipt of remuneration in exchange for PHI is expressly authorized by this Agreement and (2) the valid authorization of the individual except for the purposes provided under section 13405(d)(2) of the HITECH Act(42 USC sect 17935(d)(2)) and in any accompanying regulations

16) Obligations in the Event of a Breach (a) The Business Associate agrees that following the discovery of a breach of unsecured protected

health information it shall notify the Covered Entity of such breach in accordance with the requirements of section 13402 of HITECH (42 USC 17932(b) and the provisions of this Section of the Agreement

(b) Such notification shall be provided by the Business Associate to the Covered Entity without unreasonable delay and in no case later than 30 days after the breach is discovered by the Business Associate except as otherwise instructed in writing by a law enforcement official pursuant to section 13402 (g) of HITECH (42 USC 17932(g)) A breach is considered discovered as of the first day on which it is or reasonably should have been known to the Business Associate The notification shall include the identification and last known address phone number and email address of each individual (or the next of kin of the individual if the individual is deceased) whose unsecured protected health information has been or is reasonably believed by the Business Associate to have been accessed acquired or disclosed during such breach

(c) The Business Associate agrees to include in the notification to the Covered Entity at least the following information

1 A brief description of what happened including the date of the breach and the date of the discovery of the breach if known 2 A description of the types of unsecured protected health information that were involved in the breach (such as full name Social Security number date of birth home address account number or disability code) 3 The steps the Business Associate recommends that individuals take to protect themselves from potential harm resulting from the breach 4 A detailed description of what the Business Associate is doing to investigate the breach to mitigate losses and to protect against any further breaches


5 Whether a law enforcement official has advised either verbally or in writing the Business Associate that he or she has determined that notification or notice to individuals or the posting required under section 13402 of the HITECH Act would impede a criminal investigation or cause damage to national security and if so include contact information for said official

(d) Business Associate agrees to provide appropriate staffing and have established procedures to ensure that individuals informed by the Covered Entity of a breach by the Business Associate have the opportunity to ask questions and contact the Business Associate for additional information regarding the breach Such procedures shall include a toll-free telephone number an e-mail address a posting on its Web site or a postal address For breaches involving ten or more individuals whose contact information is insufficient or out of date to allow written notification under 45 CFR sect 164404(d)(1)(i) the Business Associate shall notify the Covered Entity of such persons and maintain a toll-free telephone number for ninety days after said notification is sent to the Covered Entity Business Associate agrees to include in the notification of a breach by the Business Associate to the Covered Entity a written description of the procedures that have been established to meet these requirements Costs of such contact procedures will be borne by the Contractor

(e) Business Associate agrees that in the event of a breach it has the burden to demonstrate that it has complied with all notifications requirements set forth above including evidence demonstrating the necessity of a delay in notification to the Covered Entity

(f) Permitted Uses and Disclosure by Business Associate 1 General Use and Disclosure Provisions Except as otherwise limited in this Section of the Agreement Business Associate may use or disclose PHI to perform functions activities or services for or on behalf of Covered Entity as specified in this Agreement provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity 2 Specific Use and Disclosure Provisions

(i) Except as otherwise limited in this Section of the Agreement Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate

(ii) Except as otherwise limited in this Section of the Agreement Business Associate may disclose PHI for the proper management and administration of Business Associate provided that disclosures are Required by Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached

(iii) Except as otherwise limited in this Section of the Agreement Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR sect 164504(e)(2)(i)(B)

j) Obligations of Covered Entity 1) Covered Entity shall notify Business Associate of any limitations in its notice of privacy practices of

Covered Entity in accordance with 45 CFR sect 164520 or to the extent that such limitation may affect Business Associatersquos use or disclosure of PHI

2) Covered Entity shall notify Business Associate of any changes in or revocation of permission by Individual to use or disclose PHI to the extent that such changes may affect Business Associatersquos use or disclosure of PHI


3) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR sect 164522 to the extent that such restriction may affect Business Associatersquos use or disclosure of PHI

k) Permissible Requests by Covered Entity Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by the Covered Entity except that Business Associate may use and disclose PHI for data aggregation and management and administrative activities of Business Associate as permitted under this Section of the Agreement l) Term and Termination

1) Term The Term of this Section of the Agreement shall be effective as of the date the Agreement is effective and shall terminate when the information collected in accordance with clause h (10) of this Section of the Agreement is provided to the Covered Entity and all of the PHI provided by Covered Entity to Business Associate or created or received by Business Associate on behalf of Covered Entity is destroyed or returned to Covered Entity or if it is infeasible to return or destroy PHI protections are extended to such information in accordance with the termination provisions in this Section

2) Termination for Cause Upon Covered Entityrsquos knowledge of a material breach by Business Associate Covered Entity shall either (a) Provide an opportunity for Business Associate to cure the breach or end the violation and

terminate the Agreement if Business Associate does not cure the breach or end the violation within the time specified by the Covered Entity or

(b) Immediately terminate the Agreement if Business Associate has breached a material term of this Section of the Agreement and cure is not possible or

(c) If neither termination nor cure is feasible Covered Entity shall report the violation to the Secretary

3) Effect of Termination (a) Except as provided in (l)(2) of this Section of the Agreement upon termination of this Agreement

for any reason Business Associate shall return or destroy all PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity Business Associate shall also provide the information collected in accordance with clause h (10) of this Section of the Agreement to the Covered Entity within ten business days of the notice of termination This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate Business Associate shall retain no copies of the PHI

(b) In the event that Business Associate determines that returning or destroying the PHI is infeasible Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible Upon documentation by Business Associate that return or destruction of PHI is infeasible Business Associate shall extend the protections of this Section of the Agreement to such PHI and limit further uses and disclosures of PHI to those purposes that make return or destruction infeasible for as long as Business Associate maintains such PHI Infeasibility of the return or destruction of PHI includes but is not limited to requirements under state or federal law that the Business Associate maintains or preserves the PHI or copies thereof

m) Miscellaneous Provisions 1) Regulatory References A reference in this Section of the Agreement to a section in the Privacy Rule

means the section as in effect or as amended 2) Amendment The Parties agree to take such action as in necessary to amend this Section of the

Agreement from time to time as is necessary for Covered Entity to comply with requirements of the


Privacy Rule and the Health Insurance Portability and Accountability Act of 1996 Pub L No 104-191

3) Survival The respective rights and obligations of Business Associate shall survive the termination of this Agreement

4) Effect on Agreement Except as specifically required to implement the purposes of this Section of the Agreement all other terms of the Agreement shall remain in force and effect

5) Construction This Section of the Agreement shall be construed as broadly as necessary to implement and comply with the Privacy Standard Any ambiguity in this Section of the Agreement shall be resolved in favor of a meaning that complies and is consistent with the Privacy Standard

6) Disclaimer Covered Entity makes no warranty or representation that compliance with this Section of the Agreement will be adequate or satisfactory for Business Associatersquos own purposes Covered Entity shall not be liable to Business Associate for any claim civil or criminal penalty loss or damage related to or arising from the unauthorized use or disclosure of PHI by Business Associate or any of its officers directors employees contractors or agents or any third party to whom Business Associate has disclosed PHI contrary to the provisions of this Agreement or applicable law Business Associate is solely responsible for all decisions made and actions taken by Business Associate regarding the safeguarding use and disclosure of PHI within its possession custody or control

7) Indemnification The Business Associate shall indemnify and hold the Covered Entity harmless from and against any and all claims liabilities judgments fines assessments penalties awards and any statutory damages that may be imposed or assessed pursuant to HIPAA as amended or the HITECH Act including without limitation attorneyrsquos fees expert witness fees costs of investigation litigation or dispute resolution and costs awarded thereunder relating to or arising out of any violation by the Business Associate and its agents including subcontractors of any obligation of Business Associate and its agents including subcontractors under this section of the Agreement under HIPAA the HITECH Act the Privacy Rule and the Security Rule

43 OWNERSHIP OF DATA

Any and all data hosted by Contractor on behalf of the State of Connecticut will remain the sole property of the State and the State shall retain any and all ownership of such data It is further understood that at no time will Contractor have ownership of any data held within the system

44 TERMS AND CONDITIONS

Any and all Purchase Orders Product Schedule Updates Statement of Works or other documents authorized in connection with this shall be subject to the terms and conditions of this Agreement Any terms or conditions contained in any such Purchase Order Product Schedule Update Statement of Work or other document shall have no force or effect and shall in no way affect change or modify any of the terms and conditions of this Agreement

45 WORKERS COMPENSATION

The Contractor shall maintain Workerrsquos Compensation and Employerrsquos Liability insurance in compliance with the laws of the state of Connecticut which coverage shall include Employerrsquos Liability coverage with minimum limits of $100000 for each accident $500000 for disease and $100000 for each employee per policy period

46 ENTIRETY OF AGREEMENT

CONNECTICUT STATE ELECTIONS Contract Number 12PSX0379 ENFORCEMENT COMMISSION EXHIBIT 1 Rev 111 Page 1 of 2

Notice to Executive Branch State Contractors and Prospective State Contractors of Campaign Contribution and Solicitation Limitations

This notice is provided under the authority of Connecticut General Statutes sect9-612(G)(2) as amended by PA 10-1 and is for the purpose of informing state contractors and prospective state contractors of the following law (italicized words are defined on the reverse side of this page

CAMPAIGN CONTRIBUTION AND SOLICITATION LIMITATIONS No state contractor prospective state contractor principal of a state contractor or principal of a prospective state contractor with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder or principal of a holder of a valid prequalification certificate shall make a contribution to (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor Lieutenant Governor Attorney General State Comptroller Secretary of the State or State Treasurer (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates or (iii) a party committee (which includes town committees)

In addition no holder or principal of a holder of a valid prequalification certificate shall make a contribution to (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of State senator or State representative (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates or (iii) a party committee

On and after January 1 2011 no state contractor prospective state contractor principal of a state contractor or principal of a prospective state contractor with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder or principal of a holder of a valid prequalification certificate shall knowingly solicit contributions from the state contractors or prospective state contractors employees or from a subcontractor or principals of the subcontractor on behalf of (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor Lieutenant Governor Attorney General State Comptroller Secretary of the State or State Treasurer (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates or (iii) a party committee

DUTY TO INFORM State contractors and prospective state contractors are required to inform their principals of the above prohibitions as applicable and the possible penalties and other consequences of any violation thereof

PENALTIES FOR VIOLATIONS Contributions of solicitations of contributions made in violation of the above prohibitions may result in the following civil and criminal penalties Civil Penalties ndash Up to $2000 or twice the amount of the prohibited contribution whichever is greater against a principal or a contractor Any state contractor or prospective state contractor which fails to make reasonable efforts to comply with the provisions requiring notice to its principals of these prohibitions and possible consequences of their violations may also be subject to civil penalties of up to $2000 or twice the amount of the prohibited contributions made by their principals Criminal penalties ndash Any knowing and willful violation of the prohibition is a Class D felony which may subject the violator to imprisonment of not more than 5 years or not more than $5000 in fines or both

CONTRACT CONSEQUENCES In the case of a state contractor contributions made or solicited in violation of the above prohibitions may result in the contract being voided In the case of a prospective state contractor contributions made or solicited in violation of the above prohibitions shall result in the contract described in the state contract solicitation not being awarded to the prospective state contractor unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation The State shall not award any other state contract to anyone found in violation of the above prohibitions for a period of one year after the election for which such contribution is made or solicited unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation Additional information may be found on the website of the State Elections Enforcement Commission wwwctgovseec Click on the link to LobbyistContractor Limitations


DEFINITIONS ldquoState contractorrdquo means a person business entity or nonprofit organization that enters into a state contract Such person business entity or nonprofit organization shall be deemed to be a state contractor until December thirty-first of the year in which such contract terminates ldquoState contractorrdquo does not include a municipality or any other political subdivision of the state including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter or an employee in the executive or legislative branch of state government or a quasi-public agency whether in the classified or unclassified service and full or part-time and only in such persons capacity as a state or quasi-public agency employee ldquoProspective state contractorrdquo means a person business entity or nonprofit organization that (i) submits a response to a state contract solicitation by the state a state agency or a quasi-public agency or a proposal in response to a request for proposals by the state a state agency or a quasi-public agency until the contract has been entered into or (ii) holds a valid prequalification certificate issued by the Commissioner of Administrative Services under section 4a-100 ldquoProspective state contractorrdquo does not include a municipality or any other political subdivision of the state including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter or an employee in the executive or legislative branch of state government or a quasi-public agency whether in the classified or unclassified service and full or part-time and only in such persons capacity as a state or quasi-public agency employee ldquoPrincipal of a state contractor or prospective state contractorrdquo means (i) any individual who is a member of the board of directors of or has an ownership interest of five per cent or more in a state contractor or prospective state contractor which is a business entity except for an individual who is a member of the board of directors of a nonprofit organization (ii) an individual who is employed by a state contractor or prospective state contractor which is a business entity as president treasurer or executive vice president (iii) an individual who is the chief executive officer of a state contractor or prospective state contractor which is not a business entity or if a state contractor or prospective state contractor has no such officer then the officer who duly possesses comparable powers and duties (iv) an officer or an employee of any state contractor or prospective state contractor who has managerial or discretionary responsibilities with respect to a state contract (v) the spouse or a dependent child who is eighteen years of age or older of an individual described in this subparagraph or (vi) a political committee established or controlled by an individual described in this subparagraph or the business entity or nonprofit organization that is the state contractor or prospective state contractor ldquoState contractrdquo means an agreement or contract with the state or any state agency or any quasi-public agency let through a procurement process or otherwise having a value of fifty thousand dollars or more or a combination or series of such agreements or contracts having a value of one hundred thousand dollars or more in a calendar year for (i) the rendition of services (ii) the furnishing of any goods material supplies equipment or any items of any kind (iii) the construction alteration or repair of any public building or public work (iv) the acquisition sale or lease of any land or building (v) a licensing arrangement or (vi) a grant loan or loan guarantee ldquoState contractrdquo does not include any agreement or contract with the state any state agency or any quasi-public agency that is exclusively federally funded an education loan a loan to an individual for other than commercial purposes or any agreement or contract between the state or any state agency and the United States Department of the Navy or the United States Department of Defense ldquoState contract solicitationrdquo means a request by a state agency or quasi-public agency in whatever form issued including but not limited to an invitation to bid request for proposals request for information or request for quotes inviting bids quotes or other types of submittals through a competitive procurement process or another process authorized by law waiving competitive procurement ldquoManagerial or discretionary responsibilities with respect to a state contractrdquo means having direct extensive and substantive responsibilities with respect to the negotiation of the state contract and not peripheral clerical or ministerial responsibilities ldquoDependent childrdquo means a child residing in an individualrsquos household who may legally be claimed as a dependent on the federal income tax of such individual ldquoSolicitrdquo means (A) requesting that a contribution be made (B) participating in any fund-raising activities for a candidate committee exploratory committee political committee or party committee including but not limited to forwarding tickets to potential contributors receiving contributions for transmission to any such committee or bundling contributions (C) serving as chairperson treasurer or deputy treasurer of any such committee or (D) establishing a political committee for the sole purpose of soliciting or receiving contributions for any committee Solicit does not include (i) making a contribution that is otherwise permitted by Chapter 155 of the Connecticut General Statutes (ii) informing any person of a position taken by a candidate for public office or a public official (iii) notifying the person of any activities of or contact information for any candidate for public office or (iv) serving as a member in any party committee or as an officer of such committee that is not otherwise prohibited in this section ldquoSubcontractorrdquo means any person business entity or nonprofit organization that contracts to perform part or all of the obligations of a state contractors state contract Such person business entity or nonprofit organization shall be deemed to be a subcontractor until December thirty first of the year in which the subcontract terminates ldquoSubcontractorrdquo does not include (i) a municipality or any other political subdivision of the state including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter or (ii) an employee in the executive or legislative branch of state government or a quasi-public agency whether in the classified or unclassified service and full or part-time and only in such persons capacity as a state or quasi-public agency employee ldquoPrincipal of a subcontractorrdquo means (i) any individual who is a member of the board of directors of or has an ownership interest of five per cent or more in a subcontractor which is a business entity except for an individual who is a member of the board of directors of a nonprofit organization (ii) an individual who is employed by a subcontractor which is a business entity as president treasurer or executive vice president (iii) an individual who is the chief executive officer of a subcontractor which is not a business entity or if a subcontractor has no such officer then the officer who duly possesses comparable powers and duties (iv) an officer or an employee of any subcontractor who has managerial or discretionary responsibilities with respect to a subcontract with a state contractor (v) the spouse or a dependent child who is eighteen years of age or older of an individual described in this subparagraph or (vi) a political committee established or controlled by an individual described in this subparagraph or the business entity or nonprofit organization that is the subcontractor

EMC IT Strategic Services Agreement 12PSX0379 Exhibit 2 Deliverables Document Page 1 of 4 The Contractor shall provide information technology (ldquoITrdquo) strategic services to the Departments in accordance with the terms and conditions of this Contract Contractor shall provide Departments IT support in the areas of management consulting strategic planning return on investment on technology legacy modernization business-technology planning streamlining maximizing systems applications and platforms and such other areas related to IT strategic services as the Department may request Departments may request the assistance of the Contractor under this Agreement at any time and from time to time Requests for Services or Deliverables under the Agreement will be submitted in writing from the Department to the Contractor The written request will set forth the Departmentrsquos expectations deliverables desired outcome and timeframe for a particular IT strategic services project or projects Contractor shall prepare a written proposal with price quotation and submit such proposal to the Department within five business days of receiving the Departmentrsquos written request The Department may only engage a Contractor by issuing a Purchase Order with a SOW in accordance with the requirements of the Agreement

Departments may develop a variety of requirements intended to address their specific business requirements The following are examples of the types of IT strategic services that may be requested by Departments under the Contract These examples are by no means all inclusive of all of the types of projects that may be required of the Contractor pursuant to this Contract General o Detailed market analysis specific to the category o Recommendation for value discovery o Development of innovative pricing and performance management options o Development of performance metrics o Development of a detailed implementation plan with benchmarks IT Strategy o Technology innovation IT strategy and alignment IT effectiveness IT cost reduction package strategy

enterprise architecture planning and management and IT outsourcing advisory o BusinessIT Strategy Develop a competitive advantage by leveraging and aligning IT to transform the

Departmentrsquos business operations o External and Internal Strengths Weaknesses Opportunities and Threats (SWOT) o Strategic Services and Planning determine where a Department intends to be in the future and how it will

get there develop a vision for the organizations future and determine the necessary priorities procedures and operations (strategies) to achieve that vision through measurable goals which are realistic and attainable but also challenging emphasis is on long-term goals and strategies

o Provide a basis for monitoring progress assessing results and impact o Facilitate new program development o Set policies and goals to guide the Department o Provide a clear focus to the commissioner or director of the Department and its staff for program

implementation and agency management

EMC IT Strategic Services Agreement 12PSX0379 Exhibit 2 Deliverables Document Page 2 of 4 o Develop annual objectives and operating plans which also include a systematic plan for resource

development and organizational development o Provide and establish clear organizational missions priorities target groups and objectives o Help a Department define its vision for the future and then determine systematically how it will get there

understanding obstacles and figuring out ways to overcome them o Use that vision to establish multi-year goals and objectives which describe what the Department wishes to

accomplish and develop programs tasks and timelines for achieving them Long-range planning predicts future conditions and realities internal and external and plans how the Department can function effectively within them

o Advise and assist Departments with technology planning with the objective of identifying ways to leverage assets and abilities to achieve higher performance efficiency cost savings or other benefits

Business Integration and Optimization o IT portfolio program project management business process management service enablement (SOA) and

package integration o Business Operations amp Process Transformation analyze redesign business processes for strategic needs

such as right sourcing and straightndashthrough processing o Systems integrationconsolidation o Re-engineering performance tuning and porting services o Implementation of packages work with in-house IT personnel to jointly analyze design implement test

and integrate new systems o Cloud Optimization Optimize cloud services assessments blueprints and roadmaps o Global Sourcing Transformation advice on leveraging global and multi-sourcing strategies to reduce cost

maximize IT process efficiencies and centralize operations and vendor consolidation

Information Management o Information strategies business intelligence enterprise content management enterprise master data

management data integration services and web channels solution o Data Warehousing business intelligence and performance management solutions covering the entire

lifecycle of information utilization from ideation through implementation

Solution Development o Design services technical architecture services development services testing services and deployment

services o Provide assistance for assessing or drafting an IT strategy setup or operate PMO board for large projects

and perform any activity related to development (such as Net Java J2EE PHP XML or XBRL) or in general to application life cycle from selection to customization training rollout maintenance and support

o Use a set of methodologies and toolkits with best market practices (such as PMI ITIL TOGAF or CMMi) align technology with set strategy processes and systems

EMC IT Strategic Services Agreement 12PSX0379 Exhibit 2 Deliverables Document Page 3 of 4 Extended Delivery (XD) o Off-siteon-site co-sourcing for large and long engagements focused on technological dimension o Strategy o Operations amp Performance Improvement o FraudForensics

Services and Solutions o Determine the best disposition for IT applications and assets in terms of retention application phase-out

efficiency cost effectiveness and more o Streamlining managing and maximizing all systems applications and platforms application design

development and implementation Return on Investment Analysis o Legacy modernization o Business-Technology planning o Technical architecture definition o Product management o eLearning Areas of Expertise The Contractor shall have and maintain throughout the term of the Agreement expertise in the following

o Full life-cycle application development to analysis design implementation testing and integration of systems

o JavaJ2EE o NET o Portals amp Content Management o SOA o Messaging amp Integration

Additional Requirements a Contractor Parties shall not be assigned to or function in any role that requires them to directly supervise or manage State employees nor shall Contractor or Contractor Parties exercise any authority that is considered consistent with the roles and responsibilities of a State official Contractor and Contractor Parties shall not approve requests for time off by State employees be a signatory on behalf of the State provide direct day to day supervision and direction to State employees approve procurements or engage in other similar activities

b Contractor Parties shall identify themselves as a contractor especially when meeting with State staff for the first time Similarly Contractors and Contractor Parties shall include such information as part of their email signature when engaging in activities related to their performance under the Agreement c No act or omission of the Departments in the enforcement of this section shall waive any of the provisions in this section

EMC IT Strategic Services Agreement 12PSX0379 Exhibit 2 Deliverables Document Page 4 of 4

d Contractor shall require any Contractor Party assigned to a Department adhere to applicable State policies and standards as set forth in the following links as they may be updated

httpwwwctgovbestcwpviewaspa=1245ampq=253994ampdoitNav=|ampbestNav=| httpwwwctgovdoitservicescwpviewaspa=3941ampQ=466098ampdoitservicesNav=|

e Departments shall take reasonable steps to ensure that Contractor Parties assigned to their Department have reviewed the relevant State and Department policy(ies) f Contractor shall comply with any Department requirement for status reporting management methodologies related documentation computer operations standards practices and published security procedures

g During the term of the Contract the Contractor shall provide the Department with qualified and competent Contractor Parties with specific technical expertise or familiarity with a State system or project as it relates to a Department SOW

h Contractor shall provide the Department a minimum of fourteen (14) calendar days advance written notice of the planned departure of any Contractor Party providing Services to the Department The Contractor shall notify the Department within twenty-four (24) hours in the event of an unanticipated departure of a Contractor Party providing Services under this Agreement

i Unless otherwise stated in the Product amp Pricing Schedule the Contractor shall not be paid any out-of-pocket expenses Contractor shall be entitled to reimbursement of travel expenses incurred only if the expenses were authorized beforehand in writing by the Department Payments may not exceed the Statersquos present State Managerial Prevailing Rate Prevailing rate information can be found at httpdasctgovcr1aspxpage=19 j The Contractor shall require the Contractor Party to work the hours and schedule approved by the Department All hours worked shall be subject to verification of the Departments

EXHIBIT 3 PRODUCT amp PRICING SCHEDULE

RFP NO 12PSX0379

PROPOSER NAME EMC Corporation

TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM

DESCRIPTION OF COMMODITY ANDOR SERVICES UNIT

OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11

Senior Project Manager

a) Application and End User Services b) Cloud and Data Center Services

Project Manager a) Application and End User Services b) Cloud and Data Center Services

Program Manager a) Application and End User Services b) Cloud and Data Center Services

Solution Architect Senior Consultant Advisory Solution Architect Advisory Consultant Consultant

Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1

CONTRACT AWARD RFP38

AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS


7 PAYMENTS AND CREDITS

8 WARRANTIES

9 OWNERSHIP OF DELIVERABLES

a) The State shall own all Deliverables provided by Contractor under this Agreement subject to subparagraph b) below and shall have the right to alter modify create derivative works copy and distribute any Deliverable acquired under this Agreemen

b) Contractor shall continue to own any literary works or other works of authorship (such as software programs and code documentation reports and similar works) information data intellectual property techniques subroutines algorithms or metho




d) Each parties reserves for itself all proprietary rights not expressly granted to the other Contractor shall not be limited in developing using or marketing services or products which are similar to the Deliverables or Services provided under thi




13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION




In accordance with Conn Gen Stat sect 4d-31 this Agreement is deemed to have incorporated within it and the Contractor shall deliver the Goods and Services in compliance with all specifications established by the State Comptroller to ensure that al








33 CONTINUITY OF SYSTEMS







40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC

Exhibit 2 Deliverables Document

Exhibit 3 Product amp Pricing Schedule

CONTRACT AWARD RFP-38 Rev 31214 Prev Rev 1314

CONTRACT AWARD NO 12PSX0379

CONTRACT AWARD RFP-38 Rev 31214 of 2


CONTRACT AWARD NO

12PSX0379







Company Name EMC Corporation 12PSX0379AA Core Vendor ID0000014311 Company Address 175 Capital Boulevard Suite 201 Rocky Hill CT 06067 Tel No 4126556353 Contact Person Thomas Shea Company E-mail Address andor Company Web Site thomasdshaeemccom wwwemccom Certification Type (SBEMBE or None) None Prompt Payment Terms 0 00 Net 45

Company Name Gartner Inc 12PSX0379AB CORE Vendor ID 0000039278 Company Address 56 Top Gallant Road Stamford CT 06902 Tel No 2035205407 Contact Person Meg Collins Company E-mail Address andor Company Web Site megcollinsgartnercom wwwgartnercom Certification Type (SBEMBE or None) None Prompt Payment Terms 0 00 Net 45

Company Name KPMG LLP 12PSX0379AC Core Vendor ID000013000 Company Address 345 Park Avenue 36th Floor New York NY 10154 Tel No 5513588439

Contact Person Yash Acharya Company E-mail Address andor Company Web Site yacharyakpmgcom wwwkpmgcom Certification Type (SBEMBE or None) None Prompt Payment Terms 0 00 Net 45

Page 2 of 2


12PSX0379

Between


Acting by its


And

EMC CORPORATION



2 DEFINITIONS 4



5 CHANGE ORDERS 7



8 WARRANTIES 9





13 FORCE MAJEURE 11

14 RESERVED 12



17 RESERVED 14




21 BREACH 15

22 TERMINATION 15






























2 DEFINITIONS







































5 CHANGE ORDERS

















8 WARRANTIES

























13 FORCE MAJEURE

















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC




12PSX0379

Between


Acting by its


And

EMC CORPORATION



2 DEFINITIONS 4



5 CHANGE ORDERS 7



8 WARRANTIES 9





13 FORCE MAJEURE 11

14 RESERVED 12



17 RESERVED 14




21 BREACH 15

22 TERMINATION 15












Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 34 TANGIBLE PERSONAL PROPERTY 22


















2 DEFINITIONS







































5 CHANGE ORDERS

















8 WARRANTIES

























13 FORCE MAJEURE

















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC





2 DEFINITIONS 4



5 CHANGE ORDERS 7



8 WARRANTIES 9





13 FORCE MAJEURE 11

14 RESERVED 12



17 RESERVED 14




21 BREACH 15

22 TERMINATION 15




























Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 This Information Processing Systems Agreement (Agreement or ldquoContractrdquo) is made by and between the STATE OF CONNECTICUT (ldquoStaterdquo) acting by the Department of Administrative Services (ldquoDASrdquo) under the authority of Sections 4d-2 4d-5 and 4d-8 of the Connecticut General Statutes located at 165 Capitol Avenue Hartford CT 06106 and EMC CORPORATION (ldquoContractorrdquo) having its principal place of business at 176 South Street Hopkinton MA 01748 Now therefore in consideration of these presents and for other good and valuable consideration the receipt and sufficiency of which the parties acknowledge Contractor and the State agree as follows


2 DEFINITIONS







































5 CHANGE ORDERS

















8 WARRANTIES

























13 FORCE MAJEURE

















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC





















2 DEFINITIONS








Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35































5 CHANGE ORDERS

















8 WARRANTIES

























13 FORCE MAJEURE

















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC





2 DEFINITIONS





















Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 p) Product Schedule Update Update to the Product amp Pricing Schedule in accordance with Section 3 of


















5 CHANGE ORDERS

















8 WARRANTIES

























13 FORCE MAJEURE

















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC






























Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 Agreement The State shall not be bound by any additional terms different from those in this Agreement that may appear on a Purchase Order or other form document issued by either party c) Contractor may supplement the Product amp Pricing Schedule at any time to make additional products services and related terms available to the State provided that the effective date of each supplement is stated thereon Any supplement shall be transmitted to the DAS with a cover letter documenting formal approval of the supplement by a Contractor representative legally empowered to so act If acceptable to DAS DAS shall evidence its concurrence with the supplement by issuing a Product Schedule Update letter to Contractor d) Notwithstanding any other provision of this Agreement no material change may be made to the Deliverables set forth in Exhibit 2 that alters the nature or scope of the Deliverables or their intended use Any change in the Deliverables set forth in the Product amp Pricing Schedule shall be conditioned upon the new product(s) being of a similar nature and having a similar use as the defined Deliverables An update of the Deliverables or the addition of products that are related to or serve similar functions as the Deliverables is permissible only with the prior written approval of the DAS




5 CHANGE ORDERS

















8 WARRANTIES

























13 FORCE MAJEURE

















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC





















5 CHANGE ORDERS



Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 c) No change order with a price impact will be effective until Contractor receives written confirmation from the Department














8 WARRANTIES

























13 FORCE MAJEURE

















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC







5 CHANGE ORDERS
















Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 name indicating the corresponding hourly rate and hours worked in each invoice as separate line items

8 WARRANTIES

























13 FORCE MAJEURE

















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC

















8 WARRANTIES










Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 provided such disclosures are reasonably necessary to the Statersquos use of the Deliverables or Services provided by Contractor and provided further that the State shall take all reasonable steps to ensure that the trade secret proprietary or confidential information is not disclosed by such parties in contravention of this Agreement The Statersquos performance of the requirements of this section shall be subject to the State of Connecticut Freedom of Information Act as amended















13 FORCE MAJEURE

















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC




8 WARRANTIES





















Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 accordance with this Section and shall cover a length of time commensurate with the circumstances of the Confidential Information Breach The Contractorsrsquo costs and expenses for the credit monitoring and protection plan shall not be recoverable from DAS the Department any State of Connecticut entity or any affected individuals d) e) The Contractor shall incorporate the requirements of this Section in all subcontracts requiring each Contractor Party to safeguard Confidential Information in the same manner as provided for in this Section f) Nothing in this Section shall supersede in any manner Contractorrsquos or Contractor Partyrsquos obligations pursuant to HIPAA or any provisions of this Agreement concerning the obligations of the Contractor as a Business Associate of Covered Entity




13 FORCE MAJEURE

















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC


















13 FORCE MAJEURE


Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 14 RESERVED















16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC







13 FORCE MAJEURE













Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 completeness of all data and information provided to Contractor by the Department for purposes of the performance of the services hereunder




16 COMMUNICATIONS
























22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC


















16 COMMUNICATIONS










Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 17 RESERVED














22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC







16 COMMUNICATIONS

















Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 21 BREACH







22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC

















22 TERMINATION


Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 Termination and the extent to which the Contractor must complete its Performance under the Agreement prior to such date












































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC










22 TERMINATION














































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC















Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 j) they shall disclose to the best of their knowledge to the State in writing any Claims involving them that might reasonably be expected to materially adversely affect their businesses operations assets properties financial stability business prospects or ability to Perform fully under the Agreement no later than twenty (20) calendar days after becoming aware of any such Claims For purposes of the Contractorrsquos obligation to disclose any Claims to the State the ten (10) calendar days in the section of this Agreement concerning disclosure of Contractor Parties litigation shall run consecutively with the ten (10) days provided for in this representation and warranty k) their participation in the Solicitation process is not a conflict of interest or a breach of ethics under the provisions of Title 1 Chapter 10 of the Connecticut General Statutes concerning the Statersquos Code of Ethics l) the proposal submitted by Contractor in response to the Solicitation was not made in connection or concert with any other person entity or proposer including any affiliate (as defined in the Tangible Personal Property section of this Agreement) of the proposer submitting a proposal for the same Solicitation and is in all respects fair and without collusion or fraud m) they are able to Perform under the Agreement using their own resources or the resources of a party who was not a proposer n) the Contractor shall obtain in a written contract all of the representations and warranties in this section from any Contractor Parties and require that provision be included in any contracts and purchase orders with such Contractor Parties o) they have paid all applicable workersrsquo compensation second injury fund assessments concerning all previous work done in Connecticut they have a record of compliance with Occupational Health and Safety Administration regulations without any unabated willful or serious violations p) they are not delinquent in the payment of unemployment compensation contributions q) they are not delinquent in the payment of any taxes owed or that they have filed a sales tax security bond and they have if and as applicable filed for motor carrier road tax stickers and have paid all outstanding road taxes r) all of their vehicles have current registrations and unless such vehicles are no longer in service they shall not allow any such registrations to lapse s) each Contractor Party has vested in the Contractor plenary authority to bind the Contractor Parties to the full extent necessary or appropriate to ensure full compliance with and Performance in accordance with all of the terms and conditions of the Agreement and that all appropriate parties shall also provide no later than fifteen (15) days after receiving a request from DAS or the Department such information as DAS or the Department may require to evidence in their sole determination compliance with this section t) they either own or have the authority to use all the Goods u) to the best of Contractorrsquos knowledge the Goods do not infringe or misappropriate any patent copyright trade secret or other intellectual property right of a third party
































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC








Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 v) the Departments use of any Goods in a manner consistent with this Agreement shall not infringe or misappropriate any patent trade secret or other intellectual property right of a third party w) if they procure any Goods they shall sub-license such Goods and that the Department shall be afforded the full benefits of any manufacturer or subcontractor licenses for the use of the Goods and































































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC














Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 contract subcontract or amendment to a contract or subcontract shall at all times and for all purposes remain the property of the State For purposes of this section ldquopublic recordsrdquo shall have the meaning set forth in Conn Gen Stat sect 4-33 as it may be modified from time to time





















































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC
























Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 33 CONTINUITY OF SYSTEMS










































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC
























































40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC





















Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 holder the right to vote for the election of members of the board of directors or similar governing body of the business or that is convertible into or entitles the holder to receive upon its exercise a security that confers such a right to vote ldquoVoting securityrdquo includes a general partnership interest
























40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC






















Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 Work If the Contractor accepts multiple Purchase Orders or Statements of Work for the same or related matter Contractorrsquos liability for claims damages or losses shall be limited to two (2) times the aggregate value of the related Purchase Orders and Statements of Work Neither Contractor nor the State shall have liability to the other for special consequential exemplary incidental or indirect damages including lost profits or revenues even if advised of the possibility thereof
















40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC























Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 f) The Contractor shall cooperate fully with the State and its agents in connection with an audit or inspection Following any audit or inspection the State may conduct and the Contractor shall cooperate with an exit conference




40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC



















40 EXECUTIVE ORDERS



























































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC







40 EXECUTIVE ORDERS
















Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 Commission on Human Rights and Opportunities with such information requested by the Commission and permit access to pertinent books records and accounts concerning the employment practices and procedures of the Contractor as relate to the provisions of this Section and Connecticut General Statutes sect 46a-56 If the contract is a public works contract the Contractor agrees and warrants that he will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works projects











































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC



















Information Processing Systems Agreement 12PSX0379 IT Strategic Services of 35 Connecticut General Statutes sect 46a-56 provided if such Contractor becomes involved in or is threatened with litigation with a subcontractor or vendor as a result of such direction by the Commission the Contractor may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter




































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC














































































































































RFP NO 12PSX0379


TERMS

Net

45

Days

CASH DISCOUNT

Days

ITEM


OF MEASURE

UNIT PRICE

1 2

3 4

5 6

7

8

9

10

11






Hour Hour

Hour Hour

Hour Hour

Hour

Hour

Hour

Hour

Hour

$23500 $26500

$21300 $26500

$25700 $27400

$22600

$24300

$27200

$28100

$203

Page 1 of 1


AGREEMENT

1 TERM OF AGREEMENT

2 DEFINITIONS


4 PROJECT PERSONNEL

5 CHANGE ORDERS



8 WARRANTIES











13 FORCE MAJEURE

14 RESERVED


16 COMMUNICATIONS

17 RESERVED




21 BREACH

22 TERMINATION



















40 EXECUTIVE ORDERS







Signature Page

Exhibit 1 SEEC



contract award rfp-38 rev. 3/12/14 state of … contract to... · department of administrative...

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